Northstar Announces Forbearance Agreements

Listed:   TSX
Symbol: NAS

CHICAGO, Feb. 6, 2012 /CNW/ - Northstar Aerospace, Inc. (NAS:TSX) (the "Corporation") announced today that forbearance agreements have been entered into with the syndicate of lenders under the Corporation's existing credit facility and a major customer.

As previously announced, the Corporation was in violation of its financial covenants as of January 31, 2012 and has been in negotiations to obtain the agreement of the lenders to forbear from exercising their default related rights under the credit facility. Under the forbearance agreement, the lenders have agreed not to enforce their rights under the credit facility until February 17, 2012. The forbearance agreement also includes an increase in the interest rate, additional reporting requirements, and the appointment of an outside financial advisor to assist with direction and management of financial matters.

As also previously announced, the Corporation had received a notice from a major customer claiming breach of its obligations under certain contracts. The Corporation has entered into an agreement with such customer to forbear from exercising the rights and remedies under the contracts through February 17, 2012 and thereafter to provide three business days advance notice of its intent to exercise any rights or remedies available under the contracts.

The Corporation's management and advisors continue discussions with its lenders and customer to extend the term of the forbearance agreements to a later date.  The Corporation is also continuing its process of exploring and evaluating strategic alternatives for the Corporation. No assurances can be given that an extension beyond the stated date will be provided or that the issues being faced by the Corporation will be resolved satisfactorily. As previously disclosed in the notes to the Corporation's interim financial statements as of September 30, 2011, significant doubt remains regarding the Corporation's ability to continue as a going concern.

Northstar Aerospace, Inc. (www.nsaero.com) is North America's leading independent manufacturer of flight critical gears and transmissions.  Northstar Aerospace is a public company (TSX:NAS) with operating subsidiaries in the United States and Canada.  Its principal products include helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts.  It also provides maintenance, repair and overhaul of components and transmissions. The Company's executive offices are located in Chicago, Illinois.  Its plants are located in Chicago, Illinois; Phoenix, Arizona; Milton and Windsor, Ontario, Canada.

Forward Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this press release, including the statements in the press release relating to the forbearance agreements, notice received under the Corporation's customer contracts, the statements relating to the Corporation's compliance with its financial covenants and on-going discussions and negotiations with its lenders, the statements relating to the process of exploring and evaluating strategic alternatives for the Corporation and the statements relating to the Corporation's financial position and ability to continue as a going concern may be or include forward-looking statements. Forward-looking information contained herein is based upon a number of assumptions and actual future events may differ materially depending on a variety of factors, including the Corporation's ability to cure or resolve claimed breach of obligations under customer contracts, its ability to successfully amend its credit agreement, its ability to successfully extend the terms of the forbearance agreements or for the process of exploring strategic alternatives to result in any specific transaction. Other important factors that could cause actual results to differ materially from the Corporation's expectations (together with the cautionary statements in the previous sentence, "Cautionary Statements") are included in the Corporation's Consolidated Financial Statements for the Years Ended December 31, 2010 and 2009 -  Management's Discussion and Analysis - Risks and Uncertainties, the Corporation's Annual Information Form filed on March 25, 2011, under the heading of Risks and Uncertainties, the Corporation's Consolidated Interim Financial Statements for the three and nine months ended September 30, 2011, and 2010 under the heading Basis Of Preparation And Adoption Of IFRS - Going Concern and in the related Management's Discussion and Analysis under the heading Risks and Uncertainties and the heading Going Concern. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to have been correct. All information contained in this press release and subsequent written and oral forward-looking statements attributable to the Corporation or persons acting on behalf of the Corporation are expressly qualified in their entirety by the Cautionary Statements. The Corporation disclaims any intentions or obligation to update or revise any forward looking statements or comments as a result of any new information, future event or otherwise, unless such disclosure is required by law.

David Anderson, General Counsel at [email protected] or 708.728.2055