Exhibit
4(b)(3)
 October
12, 2004
  Raybestos
Products Company
 1204
Darlington Avenue
 Crawfordsville,
IN 47933
 
 Raytech
Automotive Components Company
 44600
Merrill Road
 Sterling
Heights, MI 48314
  ***Re:***  ***Sixth
Amendment to Loan and Security Agreement***
 
 Gentlemen:
  Reference
is made to the Loan and Security Agreement **** dated
September 28, 2000 **** by and between Raybestos Products Company, Raytech Automotive Components Company, and
Automotive Composites Company ( collectively
the “Borrower s”) and Congress
Financial Corporation (New England) (the
“ Lender”),
as amended by that
certain Amendment to Loan and Security Agreement dated March 31, 2003, that
certain Second Amendment to Loan and Security Agreement dated August 12,
2003, that certain Third Amendment to Loan and Security Agreement dated November
12, 2003, that certain Fourth Amendment to Loan and Security Agreement dated
April 5, 2004 and that certain Waiver and Fifth Amendment to Loan and Security
Agreement dated May 10, 2004 (as so amended, the “Loan Agreement”) . All
capitalized terms used but not otherwise defined herein shall have the meanings
given such terms in the Loan Agreement. This agreement is hereby referred to as
the “Sixth Amendment” or “this Letter Agreement.”
  (1)  Background .
Borrowers have requested that Lender consent to Borrower’s execution, delivery
and performance of a certain Access and Security Agreement and a certain
Accommodation Agreement, each between Raytech Automotive Components Company and
General Motors Corporation (“GM”) in the form attached hereto as Exhibits
A and B ,
respectively (together, the “GM Agreements”).
  (2)  Waiver . Subject
to the terms and conditions hereof, Lender hereby waives any defaults under the
Financing Agreements that would, absent such waiver, arise solely on account of
Borrowers’ execution, delivery and performance of the GM Agreements. This waiver
is limited to and enforceable only to the extent specifically set forth herein
and shall not be construed as a bar to or waiver of any right, power and/or
remedy which Lender would have on any future occasion, whether similar in kind
or otherwise.
  
 October
12, 2004
 Page 2
 
 (3)  As to
Performance of GM Agreements . As
conditions to Lender’s consent to Borrowers’ execution, delivery and performance
of the GM Agreements, Borrowers agree as follows for the benefit of Lender
(capitalized terms as used in this Section (3) not otherwise defined in the Loan
Agreement or herein shall have the meanings ascribed to them in the GM
Agreements):
  (a)
    Borrower
      shall not modify, or grant waivers or extensions under, the GM Agreements
      except with the prior written consent of
Lender;
  (b)
    Upon
      GM’s exercise of any Right of Access:
  i.
    Lender
      shall have full, immediate and unfettered access to the Sterling Heights
      Facility to monitor the same and Lender’s
collateral;
  ii.
    Borrowers
      shall cause all payments to be made by GM to Borrower under the GM
      Agreements to be made directly to Lender’s lockbox for partial repayment
      of the Loans in such order and manner as Lender may elect in its
      discretion; and
  iii.
    Outstanding
      Loans in an amount equal to Loans extended on the basis of collateral
      situated or created at the Sterling Heights Facility (as reasonably
      determined by Lender) shall become immediately due and payable, and
      Borrowers shall immediately provide a repayment plan for the same to
      Lender (which, to the extent of any requested payment deferral, Lender may
      accept or decline to approve in its
discretion).
  (c)
    Borrowers
      shall promptly prepare and, cooperatively with Lender and GM, endeavor to
      finalize the schedule of Customer Assets;
and
  (d)
    Borrowers
      shall provide to Lender, immediately upon Borrower’s receipt or issuance
      (as the case may be), copies of any notices or other information provided
      to or from Borrowers under the GM
Agreements.
 
 (4)  Representations
and Warranties . Each
Borrower hereby represents, warrants and covenants that (a) the representations
and warranties of Borrowers in the Financing Agreements, as modified by the
updated and revised Schedules to the Information Certificate attached to the
Third Amendment, are and remain accurate and complete in all material respects
and (b) no Default or Event of Default exists or has occurred and is continuing
as of the date hereof (after giving effect to this Letter
Agreement).
  (5)  Enforceability
of Obligations; Waiver . Each
Borrower hereby agrees that (i) the Financing Agreements are in full force and
effect, and enforceable against each Borrower in accordance with their
respective terms, and (ii) each Borrower has no offsets, claims or defenses to
or in connection with the Obligations, or the terms of the Financing Agreements,
all of which offsets, claims or defenses are hereby waived. Each Borrower hereby
waives and affirmatively agrees not to challenge or otherwise pursue any and all
defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs
or other rights that it may have relating to the Obligations, the Financing
Agreements, or the Collateral therefore, including, but not limited to, any
right to contest the Existing Events of Default under the Financing Agreements
or any other Defaults or Events of Default, the liens and security interests in
favor of Lender, or the conduct of Lender in administering any such Obligations
or agreements.
  
 October
12, 2004
Page 3
 
 (6)  Miscellaneous . Each
Borrower hereby confirms that the Financing Agreements remain in full force and
effect without amendment or modification of any kind, except for the amendments
and modifications set forth herein. The execution and delivery of this Letter
Amendment by Lender shall not be construed as a waiver by Lender of any other
term, covenant, condition or agreement under the Financing Agreements. This
Letter Agreement shall be deemed to be a Financing Agreement and, together with
the other Financing Agreements, constitute the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
dealings, correspondence, conversations or communications between the parties
with respect to the subject matter hereof. This Letter Agreement may be executed
in counterparts and/or by facsimile, and each such counterpart and facsimile
shall be as valid as if an original signature.
  [Remainder
of Page Intentionally Left Blank]
  
  **
 *Signature
Page to Waiver and Sixth Amendment to Loan and Security
Agreement*
  If you
accept and agree to the foregoing please sign and return the enclosed copy of
this letter. Thank you.
 
 Very
      truly yours,
      
      CONGRESS
      FINANCIAL CORPORATION
      (NEW
      ENGLAND)
      
      By:__________________________________
      Name:
      _____________________________
      Title:
      ______________________________
 
 AGREED :
  RAYBESTOS
PRODUCTS COMPANY
 
 
 By:  ________________________________
 Name:
 Title:
  RAYTECH
AUTOMOTIVE COMPONENTS COMPANY
 
 
 By:
_________________________________
 Name:
 Title: