December 1, 1998
JPE, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxx 00000
Attention: Messrs. Xxxxxxx X. Xxxxxxxx, Xxxxxxx Chrysler and Xxxxx X. Xxxxxxx
RE: FORBEARANCE AGREEMENT AMONG COMERICA BANK, NBD BANK, NATIONAL BANK OF
CANADA, XXXXXX TRUST AND SAVINGS BANK, AND BANK ONE, DAYTON, N.A.
(COLLECTIVELY, THE "BANKS"), COMERICA BANK, AS AGENT FOR THE BANKS
("AGENT"), JPE, INC. ("COMPANY") AND ALLPARTS, INCORPORATED ("API"), DAYTON
PARTS, INC. ("DPI"), SAC CORPORATION, STARBOARD INDUSTRIES, INC. ("SBI"),
INDUSTRIAL & AUTOMOTIVE FASTENERS, INC. ("IAF"), PLASTIC TRIM, INC.
("PTI"), BRAKE, AXLE AND TANDEM COMPANY CANADA INC. AND JPE FINISHING, INC.
(COLLECTIVELY, "GUARANTORS") DATED AUGUST 10, 1998, AND AMENDED BY A FIRST
AMENDMENT DATED AUGUST 31, 1998, A SECOND AMENDMENT DATED SEPTEMBER 4,
1998, A THIRD AMENDMENT DATED SEPTEMBER 16, 1998, AND A FOURTH AMENDMENT
DATED OCTOBER 1, 1998 (AS AMENDED, THE "FORBEARANCE AGREEMENT")
Dear Messrs. Eidswick, Chrysler and Xxxxxxx:
Company and Guarantors have requested that Banks amend the Forbearance Agreement
to increase the Cap (net of PTI/SBI Adjustment) for December 1998.
Subject to written acceptance by Company and Guarantors of the following terms
and conditions, Agent and Banks are willing to amend the Forbearance Agreement,
as follows:
1. All capitalized terms not defined in this fifth amendment ("Fifth
Amendment") to the Forbearance Agreement shall have the meanings described
in the Forbearance Agreement and/or the Loan Documents.
2. Except as modified by this Fifth Amendment, the Indebtedness and the
financing arrangements among Agent, Banks, Company and Guarantors shall
continue to be governed by the covenants, terms and conditions of the
Forbearance Agreement and the Loan Documents, which are ratified and
confirmed. The liens and security interests granted to Agent and Banks
under the Loan Documents and the Forbearance Agreement are also ratified
and confirmed by Company and the undersigned Guarantors. This Fifth
Amendment shall be binding upon and shall inure to the benefit of Agent,
Banks, Company and the undersigned Guarantors, and their respective
successors and assigns.
3. The Cap and Month End Cap (both net of PTI/SBI Adjustment) for December
1998 are increased to $74,508,825 and $72,724,825, respectively.
4. Company covenants to engage a consulting firm satisfactory to Agent and
Banks under an engagement with a scope satisfactory to Agent and Banks
through January 1, 2000. Agent and Banks acknowledge that Xxxxxx, XxxXxxxxx
& Xxxxxxxx is satisfactory.
5. Company and Guarantors represent that this Fifth Amendment has been duly
authorized by each corporation's Board of Directors. Attached as Exhibit A
is a certified resolution and a certificate of incumbency for each.
6. This Fifth Amendment is not a waiver by Banks of any defaults under the
Forbearance Agreement and/or the Loan Documents.
7. Company and the undersigned Guarantors hereby represent and warrant that
(a) execution, delivery and performance of this Fifth Amendment are not in
contravention of law or the terms of any agreement by which they are bound,
and do not require the consent or approval of any governmental body,
agency, or authority, and this Fifth Amendment will be valid and binding in
accordance with its terms; (b) the continuing representations and
warranties of Company and the undersigned Guarantors set forth in Loan
Documents are true and correct on and as of the date hereof with the same
force and effect as made on and as of the date hereof other than as
previously specified in writing to Agent and Banks; and (c) no event of
default, or condition or event which, with the giving of notice or the
running of time, or both, would constitute an event of default under the
Forbearance Agreement, has occurred and is continuing as of the date hereof
other than as previously specified in writing to Agent and Banks.
8. COMPANY, THE UNDERSIGNED GUARANTORS, AGENT AND BANKS ACKNOWLEDGE AND AGREE
THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO
CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR
THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY
RELATED TO, THIS FIFTH AMENDMENT, THE FORBEARANCE AGREEMENT, THE LOAN
DOCUMENTS OR THE INDEBTEDNESS.
9. COMPANY AND THE UNDERSIGNED GUARANTORS, IN EVERY CAPACITY, INCLUDING, BUT
NOT LIMITED TO, AS SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, INVESTORS
AND/OR CREDITORS OF COMPANY AND/OR GUARANTORS, OR ANY ONE OR MORE OF THEM,
HEREBY WAIVE, DISCHARGE AND FOREVER RELEASE AGENT, BANKS, AND THEIR
EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND
ASSIGNS, FROM AND OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES,
COUNTERCLAIMS OR OFFSETS AND/OR ALLEGATIONS COMPANY AND/OR GUARANTORS MAY
HAVE, OR MAY HAVE MADE, OR ARE BASED ON FACTS OR CIRCUMSTANCES ARISING, AT
ANY TIME UP THROUGH AND INCLUDING THE DATE OF THIS FIFTH AMENDMENT, WHETHER
KNOWN OR UNKNOWN, AGAINST ANY OR ALL OF AGENT, BANKS, THEIR EMPLOYEES,
OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND ASSIGNS.
Very truly yours,
COMERICA BANK, Agent
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx
Its: Vice President
Special Assets Group
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000-0000
(000) 000-0000
(000) 000-0000 Fax
COMERICA BANK NBD BANK
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx
-------------------------- -------------------------
Its: Vice President Its: First Vice President
NATIONAL BANK OF CANADA XXXXXX TRUST and SAVINGS BANK
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- -------------------------
Its: Vice President Its: Sr. Vice President
By: /s/
--------------------------
Its: Group Vice President
BANK ONE, DAYTON, N.A.
By: /s/ Xxxxx X. Xxxxx
--------------------------
Its: Assistant Vice President
ACKNOWLEDGED AND AGREED:
JPE, INC. INDUSTRIAL & AUTOMOTIVE
FASTENERS, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- -------------------------
Its: COO and CFO Its: President and CFO
Date: 12/3/98 Date: 12/3/98
API/JPE, INC. (formerly Allparts, Inc.) BRAKE, AXLE AND TANDEM
COMPANY CANADA INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------- -------------------------
Its: President and CFO Its: Vice President and Treasurer
Date: 12/3/98 Date: 12/3/98
DAYTON PARTS, INC. JPE FINISHING, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- -------------------------
Its: Vice President and CFO Its: President and CFO
Date: 12/3/98 Date: 12/3/98
SAC CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Its: President and Treasurer
Date: 12/3/98