Case 12-13262-BLS

Doc 841-2

Filed 07/29/13

Page 1 of 6

EXHIBIT B
Summary of Automotive Sale Transaction Support Agreem...
Case 12-13262-BLS

Doc 841-2

Filed 07/29/13

Page 2 of 6

SUMMARY OF REVSTONE SUPPORT AGREEMENT’
Conditions of Effectiven...
Case 12-13262-BLS

Doc 841-2

Filed 07/29/13

Page 3 of 6

closing, and Chrysler purchases such equipment to be bailed to ...
Case 12-13262-BLS

Doc 841-2

Filed 07/29/13

Page 4 of 6

"Funding Period" means the period from June 1, 2013 until the e...
Case 12-13262-BLS

Doc 841-2

Filed 07/29/13

Page 5 of 6

Provided that no Event of Default occurs, and subject to (i) cl...
Case 12-13262-BLS

Doc 841-2

Filed 07/29/13

Page 6 of 6

Subject to an appropriate NDA and to the right of the Revstone ...
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Revstone sale transaction support agreement summary

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Revstone sale transaction support agreement summary

  1. 1. Case 12-13262-BLS Doc 841-2 Filed 07/29/13 Page 1 of 6 EXHIBIT B Summary of Automotive Sale Transaction Support Agreement DOCSDE:188798.2 73864/001
  2. 2. Case 12-13262-BLS Doc 841-2 Filed 07/29/13 Page 2 of 6 SUMMARY OF REVSTONE SUPPORT AGREEMENT’ Conditions of Effectiveness - Section 1 Members of Revstone Group’, other than Contech, to execute Omnibus Access and Security Agreement with Customers. 2. ,Members of Revstone Group, other than Contech and Aarkel, to deliver Receivership Order to designated counsel of one of the Customer(s). 3. Contech and customers that are parties to Contech Customer Agreement to execute the Contech Access First Amendment, including Receivership Order for Auburn, Indiana plant. 4. WITHIN FIVE (5) DAYS AFTER EFFECTIVE DATE, Revstone Group to deliver Post-Closing Deliverables to Customers: a. Written certification by Revstone CR0 that (i) except for the interest of GE and Banamex, Eptec is sole/exclusive owner of assets comprising its Business and, except for the interest of GE, Banamex and the interest of holders of purchase money security interests of de minimis amounts, such assets are free from any/all liens, security interests, claims, encumbrances... etc, (ii) except for the interest of Contech, the real estate located at 51241 M51, Dowagiac, Michigan is owned by Contech Real Estate free and clear of any liens, claims or interests, and (iii) the following documents previously provided are accurate and complete to the best of his knowledge after reasonable inquiry and due investigation: (A) proposed sources/uses of anticipated proceeds from disposition of Revstone Group’s assets, (B) certain financial information regarding Ascalon health plan, subject to Revstone Group’s non-disclosure HIPAA obligations, and (C) corporate organization chart reflecting Revstone holdings; b. Fully executed security agreements/mortgages; c. Revstone Group to obtain certain disclosures from Hofmeister through written acknowledgement and agreement; d. Revstone to enter into Third Amended and Restated Operating Agreement providing: i. GM to be afforded option to appoint observer, reasonably acceptable to Restructuring Committee; ii. Subject to right of Restructuring Committee, to recuse the GM observer, and, upon acceptance of GM observer in writing of any confidentiality obligations, the GM observer shall be entitled to attend/observe meetings of Restructuring Committee (where sale processes or restructuring progress are discussed); iii. Except as in (iv), GM observer shall have no rights to participate or vote at meetings; iv. After occurrence of Event of Default, GM observer has right to: 1. Motion at Restructuring Committee meeting to remove CR0, and 2. Cast a vote, with Independent Managers, for or against proposed replacement of cr0 (replacement of which requires approval of simple majority of two Independent Managers and the GM Observer); and v. During the Term, existence of structure of the Restructuring Committee will not be modified without prior written consent of GM. 5. On Effective Date, Agreement is binding on all Parties but will not be binding on Revstone to the extent Court approval is necessary in the Revstone chapter 11 case. If Revstone Approval Order is not entered in Revstone chapter 11 by August 22, 2013, Agreement shall be terminated as to Revstone to the extent approval is necessary, but remains enforceable as to remainder of Revstone Group. Sale Process. Milestones and Deadlines - Section 2 Any sale of a Business will not include requirement of buyer to assume Hillsdale Hourly Pension Plan or the Hillsdale Salary Pension Plan or any pension obligations; If successful Qualified Bidder requires sale free and clear of any lien, claim or interest, Revstone Group will cause the applicable member to file Chapter 11 to accomplish sale under §363 of the Bankruptcy Code. in the Agreement. 2. All Business sales must close/assets must be transferred no later than the agreed upon deadline as set forth 3. Revstone Group to consent to/consummate sale of Metavation’s Business and Eptec Damper Business to Dayco, subject to higher/better offers, based on the following milestones (may only be waived, altered, modified or extended in writing by each customer): a. Dayco to execute binding APA no later than July 22, 2013; b. Metavation Chapter 11 must be filed no later than July 22, 2013 (the "Filing Date"); c. Bidding procedures order must be entered within 16 days after the Filing Date, agreed to by Metavation and consented to by Metavation Customers; d. Order authorizing sale of Metavation must be entered in Metavation Chapter 11 within 16 days following the entry of the bidding procedures order; e. Proposed sale must occur/all assets used for Metavation and Eptec Damper Business production must transfer to Qualified Buyer within four business days following the entry of the sale order; and f. If Revstone Group complies with requirements, and to the extent approval from the Court has been sought and the Court has determined Revstone’s consent is necessary, the Court has approved Revstone’s consent to the sale, Revstone authorizes the sale of Metavation to Dayco or the highest bidder and irrevocably authorizes the sale. Metavation, subject to entry of an order in Metavation Chapter II case approving such sale, and Eptec each irrevocably agree to sell assets at aggregate price of $25075 million or greater. Failure by Revstone, Metavation, or Eptec to authorize and consummate sale for any reason including failure to receive a bid exceeding $25.075M, is a violation of the milestones. 4. Contech and Contech Real Estate to consummate, and Revstone to authorize and consent to sale, of each of the Operating Contech Facilities to Shiloh based on the following milestones and deadlines. Sale of Operating Contech Facilities to Shiloh must close simultaneously. a. Proposed sale must close/assets transferred no later than August 3, 2013; b. Proposed purchaser must purchase from Chrysler/pay directly to Chrysler at closing of the Auburn facilities the equipment owned by Chrysler and bailed to Contech. If Contech needs additional equipment to meet production requirements prior to This summary is a summary of Key Terms, and the terms of the Support Agreement control in the event of any inconsistency. Capitalized terms used but not defined in this summary shall have the meaning given to such terms in the Support Agreement. {4422472:2) 2
  3. 3. Case 12-13262-BLS Doc 841-2 Filed 07/29/13 Page 3 of 6 closing, and Chrysler purchases such equipment to be bailed to Contech, Shiloh must agree to purchase the equipment for purchase price paid for or agreed to be paid to equipment vendor by Chrysler; c. If Revstone Group complies with these procedures, and, if requested by Revstone, to the extent approval from the Court presiding over the Revstone Chapter 11 Case has been sought and the Court determines that Revstone’s consent is necessary, the Court has approved Revstone’s consent to the sale, Revstone authorizes the sale of Contech to Shiloh without any Customer accommodations. d. Failure by Revstone, Contech, Contech Real Estate to authorize/consummate sale for whatever reason is a violation of these milestones. 5. Eptec to consummate, and Revstone will authorize and consent to, sale of Eptec Non-Damper Business based on the following milestones and deadlines: a. Establish due diligence room no later than Effective Date; b. Obtain one or more non-binding letters of intent to purchase the Eptec Non-Damper Business no later than the agreed upon deadline as set forth in the Agreement; c. Execute a binding APA no later than the agreed upon deadline as set forth in the Agreement; d. Any Qualified Buyer must submit a competing bid to purchase Eptec Non-Damper Business no later than the agreed upon deadline as set forth in the Agreement; e. If one or more Qualified Bidders exists, auction to be held on the agreed upon deadline as set forth in the Agreement; f. Proposed sale must close fall assets transferred by the agreed upon deadline as set forth in the Agreement unless approval of Court is required by buyer and the sale shall close as soon as possible after entry of the order; in no event shall sale close later than the agreed upon deadline as set forth in the Agreement. Eptec Non-Damper Business sale will not close prior to closing of Metavation and Contech sales; g. If Revstone Group complies with these procedures, and if consent is sought and the Court determines that Revstone’s consent is necessary, the Court has approved Revstone’s consent to the sale and Revstone authorizes the sale of Eptec and agrees to sell Eptec Non-Damper Business to successful Qualified Bidder without any Customer accommodations; h. Failure by Revstone and Eptec to authorize and consummate sale of Non-Damper business is violation of milestones. 6. CLS to consummate, and Revstone to authorize, sale of CLS assets in accordance with the following milestones: a. Establish due diligence room no later than Effective Date; upon deadline as set b. Obtain one or more non-binding letters of intent to purchase CLS Business no later than the agreed forth in the Agreement; c. Execute binding APA no later than the agreed upon deadline as set forth in the Agreement; d. Any qualified buyer must submit a competing bid no later than the agreed upon deadline as set forth in the Agreement; e. If more than one Qualified Bidders exists, auction to be held on the agreed upon deadline as set forth in the Agreement; f. Closing to occur no later than the agreed upon deadline as set forth in the Agreement unless approval of Court is required by buyer, and sale shall close as soon as possible after entry of order; in no event shall sale close later than the agreed upon deadline as set forth in the Agreement; g. If Revstone Group complies, and if approval from Court has been sought and the Court determines that Revstone’s consent is necessary, the Court has approved Revstone’s consent to the sale and Revstone irrevocably authorizes the sale and CLS irrevocably agrees to sell applicable assets to successful Qualified Bidder without any Customer accommodations. h. Failure by Revstone and CLS to authorize/consummate sale for any reason is violation of milestones. 7. Aarkel to consummate, and Revstone to authorize, sale of Aarkel’s assets in accordance with the following milestones: a. Obtain one or more non-binding letters of intent to purchase Aarkel’s Business no later than the agreed upon deadline as set forth in the Agreement; b. Execute a binding APA no later than the agreed upon deadline as set forth in the Agreement; c. Qualified Buyer must submit competing bid no later than the agreed upon deadline as set forth in the Agreement; d. If more than one Qualified Bidder, auction to be held on the agreed upon deadline as set forth in the Agreement; e. Closing to occur no later than the agreed upon deadline as set forth in the Agreement. f. If Revstone Group complies, and if approval from Court has been sought and the Court determines that Revstone’s consent is necessary, the Court has approved Revstone’s consent to the sale and Revstone irrevocably authorizes the sale and Aarkel irrevocably agrees to sell assets to successful Qualified Bidder without any Customer accommodations. g. Failure by Revstone and Aarkel to authorize and consummate sale for any reason is violation of milestones 8. Five days prior to any sale of a Business a. Revstone to provide to Customers of that Business a written list of all prospective purchasers, and Customers will notify applicable member of Revstone Group if that prospective purchaser is a Qualified Bidder; b. "qualified Buyer" means a proposed purchaser acceptable to Revstone and each Customer of an Business that: (a) has the operational and financial capability to operate the business as a going-concern without interruption as determined by the applicable Customers; (b) agrees to adequately capitalize the business as determined by the applicable Customers; (c) agrees to assume the Purchase Contracts with each applicable Customer subject only to the modifications approved by such Customer; and (d) after reasonable inquiry by Revstone Group, has no known connection or relationship with George Hofmeister or any of his affiliates, trusts, owned or controlled companies. The Parties agree that Dayco is a Qualified Buyer as to Metavation and Eptec Damper Business and Shiloh is a Qualified Buyer as to Contech. 9. Revstone Group shall obtain consent of the PBGC to the sale of the Businesses free and clear of any liens and interests upon terms acceptable to Revstone Group and buyer prior to auction date. Customer Accommodations - Section 3 1. During the Term, Metavation and Contech will operate their Businesses in accordance with Budgets; Budgets do not include, and no obligation by Customers to fund, unfunded pension liability, unpaid minimum contribution obligations, unpaid premiums to PBGC with respect to the Hillsdale Hourly Pension Plan or Hillsdale Salary Pension Plan; 2. Metavation provided to Customers with its current budget dated July 18, 2013 a. Any Customer commitment to provide funding terminates upon expiration or termination of Funding Period. (4422472:2)
  4. 4. Case 12-13262-BLS Doc 841-2 Filed 07/29/13 Page 4 of 6 "Funding Period" means the period from June 1, 2013 until the earliest of: (I) expiration or termination of the Term, (ii) closing of a sale of Metavation’s Business excluding the Vassar Foundry. c. Budget to be updated weekly during Funding Period; Each Customer to provide Metavation with adjustments to its production schedules for the coming week by Thursday of each week; During Funding Period, each Customer agrees to fund its Allocable Percentage of Metavation’s actual funding requirements in Budget, including in-formula draws requested in 3.2(e) below, but Customers have no obligation to fund after initiation of Metavation Chapter 11 Case unless and until DIP Financing Order is entered by the Court. d. Funding provided by Customers to Metavation under Section 3.2 will be expended, to the extent possible, only for production of GM and Chrysler, and not for any production for Ford or costs associated with Ford’s exit from Metavation. e. Any excess of cost of inventory owned by Metavation or prepaid inventory at closing of the sale of Metavation in excess of inventory limit shall be paid to Customers at closing of Metavation sale; any deposits, retainers (except for professional fee retainers provided for in Section 6.4) or similar prepaid amounts not applied to expenses in Budget and that are incurred during Funding Period will be paid to Customers at closing of Metavation Sale. f. Metavation will work with each Metavation Customer’s designated agent(s) to prepare, update and review Budget. In addition, during the Funding Period, Metavation will prepare and deliver to Customers a weekly borrowing base certificate in the same format required by Agent immediately prior to the payoff of Agent’s obligations, subject to Customers’ reasonable review and right to object, and Metavation will also continue to request in-formula funding. Budget will not include Incremental Bank Costs related to an Inventory Bank in Section 8.11; Costs associated with Metavation’s bankruptcy case will only be funded under and subject to the limitations of section 6.4 of this Agreement. (additional details contained within Section 3.2(e)). 3. Any commitment by Chrysler to limit Setoffs with respect to A/P owing to Contech will be addressed in Contech Customer Agreement; Neither Chrysler nor GM has any obligation to provide funding for any Business other than Metavation. 4. Each Customer agrees to suspend and not to assert any Setoffs, other than to the extent of the Allowed Setoffs, which shall not exceed the Setoff Cap, and Material Setoffs (other limitations to Setoff contained in section 3.4). 5. Other than set forth in Section 3 and 10, each Customer reserves and does not waive any claims, rights and interests it may have including but not limited to right to assert affirmative claims or other relief available under any Customer purchase order or applicable law against a member of the Revstone Group, or to exercise Setoff against A/P for shipments made by Metavation after Funding Period (other reservation of rights contained in section 3.5); 6. Customer accounts payable to Metavation from Effective Date through Funding Period to be paid by each such Customer to Metavation such that average days outstanding is less than or equal to 10 days after receipt of part at plant; provided that Customers will use their best efforts to further expedite payment of Customer Accounts owed to Metavation, and will cause the estimated net amount payable, if any, as calculated in the following paragraph, owed to Metavation for Component Parts to be brought to approximately five day terms on or before the closing of the sale of Metavation’s Business pursuant to Section 2.3 above. In connection with the closing/transfer of Metavation Business and Eptec Damper Business to Dayco and the Contech Operating Facility to Shiloh, Customers will reconcile with Metavation or Contech, as applicable, all outstanding Customer Accounts and all amounts due Customers under this Agreement (that are not Retained Participations) (additional reconciliation details contained in Section 3.6) and each party will pay the net obligation. 7. Through expiration of Term, Customers will not resource Component Parts from Metavation that are now in full production. Such limitation does not limit or restrict: a. Resourcing after the Term; b. Changes in releases due to normal business fluctuations; c. Cessation, reduction or elimination of production due to product or program changes; d. Resourcing of Component Parts for which Metavation fails to materially satisfy the applicable Customer’s production requirements (other caveats contained within section 3.6(d)); e. GM from resourcing production of certain parts, agreed to by Metavation f. Nothing prohibits Customers from taking action during Term to prepare for resourcing. 8. Good faith/reasonable efforts will be used by Customers to assist in closing of the sales. 9. For purposes of this Agreement, Contech Component Parts will be treated as though they are being manufactured and sold directly to Chrysler under Chrysler purchase orders and supply contracts and other agreements. b. Sale Support Payment - Section 4 Subject to (i) entry of Revstone Approval Order, and (ii) entry of Metavation Approval Order and provided no Event of Default has occurred, each customer will pay directly to Metavation the Sale Support Payment as follows:: a. Each Customer to transfer an agreed upon amount without Setoffs within 3 days after the latter to occur of: L Closing and transfer of all assets relating to Metavation and Eptec Damper Business, and ii. Closing and transfer of all Operating Contech Facilities; and b. Each Customer will transfer in equal amounts an agreed upon amount, reduced by the unpaid balance or amount owed of the Retained Participations, within 3 business days after the sale and transfer of all assets of the last one of the remaining Businesses required to be sold under this Agreement. Customers have the right to receive payment in full on the Retained Participations. If Customers are owed any amounts on the Retained Participations at the time the second installment of the Sale Support Payment would otherwise be due, the remaining Sales Support Payment obligation will be reduced by unpaid balance of the Retained Participations owed. Financing Matters - Section 5 1. Funding by Customers to Metavation shall be made under the terms of: a. Amended and Restated Junior Participation Agreement, as amended, which shall include and account for the Metavation Participations, and b. The DIP Financing Order and its ancillary agreements. {4422472:2}
  5. 5. Case 12-13262-BLS Doc 841-2 Filed 07/29/13 Page 5 of 6 Provided that no Event of Default occurs, and subject to (i) closing of Metavation Business and Eptec Damper Business sales, and the sale of Operating Contech Facilities to Shiloh, and (ii) subject to restrictions on payments to equity holders and to related company obligations, Customers and Agent will forgive: a. 100% of Metavation Participations and the Contech Participation purchased by Customers prior to May 31, 2013, and b. Metavation Post-Petition Loans advanced by Customers (excluding the Retained Participations). Notwithstanding anything to the contrary, Customers have no obligation to fund more in excess of the cap of Post-Petition Loans through the expiration of the Funding Period, excluding the Vassar Operating Budget and Vassar Wind-Down Budget. Forgiveness to be effective upon the latter of: (i) closing of the last Business sale, and (b) satisfaction of certain post-closing supply obligations and related companies. All in-formula loans, if any, made under the DIP Financing Order will be repaid in full at the Metavation closing. Notwithstanding anything to the contrary, the following Retained Participations will not be forgiven, but will be retained by each applicable Customer: a. Participation interests purchased by either Customer from Agent under Credit Agreement or any other funding provided to Metavation or Contech necessitated by certain borrowing base changes made at any time after January 11, 2013; b. Outstanding balance of Capex Loan secured indebtedness owing by Metavation to GM; c. Outstanding balance of the Metavation Overadvance owing by Metavation to GM; d. Outstanding balance of Post-Petition Loans that are not forgiven under section 5.2; e. A portion of the Sale Support Payment; and Retained Participations shall continue to be governed by Metavation Participation Agreement (Section 5.3(d) contains additional details). Customary security agreements, mortgages and amendments to the Credit Agreement shall be executed by the Parties. Any member of the Revstone Group holding a lien, claim or interest in any Sale Support Collateral will subordinate such lien, claim or interest, and any right to payment, to the interest of the Customers in the Sale Support Collateral. All distributions to Customers will be shared pro-rata based on each Customer’s respective share of Retained Participations. Revstone Group to coordinate the sale of the Sale Support Collateral subject to approval by Customers. Metavation will not make any distributions or pay down of intercompany obligations during Funding Period except for valid accrued employee health care claims provided in the Budget. All Metavation Participations will be repaid before any distributions are made on account of any related party obligations other than valid accrued employee health care claims arising prior to January 17, 2013 and before any distributions are made on account of equity holders of Revstone. Bankruptcy Matters - Section 6 1. Within two (2) business days after Metavation files chapter 11, Revstone to seek Revstone Approval Order in both Revstone and Metavation Chapter 11 Cases. 2. Metavation will seek to file the Metavation Approval Order as a "first day motion." 3. Within 2 business days after any other member of the Revstone Group files chapter 11 other than Revstone or Metavation, the debtor will file a motion to assume this Agreement and to grant each Customer relief from the automatic stay to enforce the rights and remedies afforded to each Customer. 4. Provided no Event of Default has occurred, subject to entry of an interim and final DIP Financing Order, Customers will provide DIP financing to Metavation on terms acceptable to Customers, provided that such financing will in all events be subject to certain limitations (limitations and professional fee retainers provided for in section 6.4). Casting Supply Obligations - Section 7 1. If purchaser of Metavation does not purchase Vassar Foundry, Revstone Group shall continue to supply to the buyer of Metavation’s assets after closing of the sale the Vassar Parts until the end of the Vassar Funding Period. 2. Metavation has provided Customers with Vassar Operating Budget; applicable operating expenses may be increased or decreased based on certain variances in production schedules and will not be subject to any other adjustments. 3. After the sale of Metavation and through the Vassar Funding Period applicable to each Customer, GM and Chrysler will each fund their Allocable Percentage of the Vassar Funding Requirements and the other customers of Vassar will fund any supplemental funding deficiencies. 4. Funding by GM and Chrysler under section 7 will be expended only for production of the Vassar Parts. 5. Subject to available equipment capacity and other considerations, Metavation shall cause the building of Vassar Bank Builds. 6. Vassar Wind-Down Budget shall not exceed $590,000, and subject to certain considerations, GM and Chrysler will fund their respective portion of the Vassar Wind-Down Budget. 7. Fairfield shall continue to produce parts currently provided to Metavation and supply to the successful buyer of Metavation’s assets and businesses during the Fairfield Transition Period, pursuant to the terms of the applicable agreements between Metavation and Fairfield (or such other terms that may be negotiated between the successful buyer of Metavation and Fairfield). Other Agreements of Revstone - Section 8 1. Revstone Group to use best good faith efforts to obtain agreements from Metavation and Contech Customers to provide Setoff limitations. 2. Subject to confidentiality agreements, Revstone Group shall provide Customers will full access to Ascalon health information subject to non-disclosure obligations under HIPAA. 3. Revstone Group to provide Customers with customary weekly financial reports. 4. Revstone Group to provide each Customer reasonable plant level access. 5. Upon written request of Customer regarding claimed past due deliveries of Component Parts, Revstone Group shall provide a Production Improvement Plan. 6. Revstone Group has provided Customers with a preliminary sources and uses analysis regarding disposition of all of its assets, which will be updated periodically. 7. Applicable members of Revstone Group to continue to manufacture Component Parts for Customers. 8. Revstone Group to fully cooperate in each Customer’s preparation for resourcing. (4422472:2)
  6. 6. Case 12-13262-BLS Doc 841-2 Filed 07/29/13 Page 6 of 6 Subject to an appropriate NDA and to the right of the Revstone Group or the Restructuring Committee, in their respective reasonable discretion, to recuse the Customer representative from discussions involving privileged or proprietary information or when, in the opinion of counsel, the Committee’s fiduciary obligations otherwise require, each Customer may designate one representative to be included in and have full and complete access, including reasonable advance notification, to any and all direct or indirect sale related negotiations and communications involving the sale process for the Businesses (including, without limitation, Restructuring Committee meetings and/or consents related thereto), and the representative(s) is expressly authorized to provide to the Customers such information and updates regarding the sale process as requested by the Customers. 10. Metavation to maintain spare part inventory to avoid production downtime; inventory to be paid for by Metavation as operating expense under Metavation Budget. 11. Each Revstone Group member, upon a Customer’s request and subject to availability, will build an Inventory Bank. 9. Events of Default and Remedies - Section 9 1. Events of Default. 2. Upon an Event of Default, either Customer is entitled exercise any and all rights and remedies available under the Agreement or ancillary or affiliated agreement. 3. Customers have no continuing obligation to support any of the sales upon the occurrence of an Event of Default. 4. Except for proceedings to enforce Receivership order, Parties acknowledge that any disputes arising from this Agreement shall be adjudicated in the Court, and Revstone and Customers consent to jurisdiction. Subject to approval by the Court, any dispute may be heard on an expedited basis on at least 2 business days advance notice. 5. Upon Event of Default, Customer is entitled to enforce the Receivership Order upon 48 hours written notice to Revstone. Only issue to be contested is whether an Event of Default has occurred under this Agreement; Revstone waives any other defenses or objections. 6. Revstone Group acknowledges irreparable harm if it ceases timely shipments of Component Parts to Customers. Supplier will not cease delivers of Component Parts. Releases - Section 10 Upon timely completion of the last sale of the Business, except for Customer Excluded Claims, each Customer Releasing Party releases, remises, acquits and forever discharges the Revstone Group and each of its officers, directors, managers, members, shareholders, employees, attorneys, agents, representatives direct and indirect subsidiaries, parents, successors and assigns from any and all manner of action, contracts, covenants, claims, counterclaims, sums of money, judgments, executions, damages, demands and rights whatever, in law or in equity, now existing, known or unknown, relating to the business relationship between (i) each Customer and its respective subsidiaries and affiliates, and (ii) Metavation, Contech, Eptec and CLS. Notwithstanding the foregoing, all claims of Customers of any kind or nature shall be retained solely for defensive purposes as to any claims asserted against a Customer. 2. Effective upon timely completion of the last sale of the Business, with the exception of Revstone Excluded Claims, each member of the Revstone Group hereby releases, remises, acquits and forever discharges each Customer and each of its officers, directors, managers, members, shareholders, employees, attorneys, agents, representatives, direct and indirect subsidiaries, parents, successors and assigns, from any and all manner of actions and causes of action, suits, debts, obligations, mediation award/evaluations, choses in action, contracts, covenants, claims, counterclaims, sums of money, judgments, executions, damages, demands and rights whatsoever, in law or in equity, now existing, known or unknown, relating to the business relationship between (i) each Customer and its respective subsidiaries and affiliates, and (ii) Metavation, Contech, Eptec and CLS. Notwithstanding the foregoing, all claims of Revstone Group of any kind or nature shall be retained solely for defensive purposes as to any claims asserted against a member of the Revstone Group. 3. Nothing in the foregoing release acts a as termination of any Customer Agreement or purchase order, although claims relating to the performance of the Parties’ obligations under such agreements through the date of the closing of the applicable sale transaction are being released as provided herein. Nothing contained in this Agreement shall limit any Customer from cooperating or complying with any governmental investigation, including any criminal investigation, of the actions of any Released parties. {4422472:2}

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