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CONSENT REGARDING REPURCHASE OF SENIOR SUBORDINATED NOTES
September 24, 1999
Stanadyne Automotive Corp.
00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Chief Financial Officer
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of
December 11, 1997, as amended as of July 31, 1998 and February 8, 1999 (as so
amended, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among SAC Automotive, Inc., a Delaware corporation, Stanadyne
Automotive Corp., a Delaware corporation, the financial institutions listed
therein, Bank One (successor to The First National Bank of Chicago), as
Administrative Agent for Lenders, and DLJ Capital Funding, Inc., as Syndication
Agent for Lenders.
Company has informed Agents and Lenders that it desires to
repurchase on or prior to March 31, 2000 up to $10.0 million face amount of its
Senior Subordinated Notes (the "Repurchase"). At the request of Company the
undersigned Lenders, constituting Requisite Lenders under the Credit Agreement,
hereby consent to the Repurchase; provided that (1) no more than $10.0 million
face amount of the Senior Subordinated Notes shall be repurchased by Company and
its Subsidiaries; (2) the purchase price for any Senior Subordinated Note shall
not exceed 95% of the face amount thereof (plus accrued interest); (3) the
Repurchase must be completed by March 31, 2000; (4) immediately after completion
of the Repurchase, no Revolving Loans shall be outstanding; and (5) immediately
after completion of the Repurchase and after giving effect thereto, no Event of
Default or Potential Event of Default shall have occurred and be continuing.
Without limiting the generality of the provisions of
subsection 10.6 of the Credit Agreement, the consent set forth herein shall be
limited precisely as written and is provided solely for the purpose of
permitting Company to effect the Repurchase on the terms and conditions
hereinabove set forth without violating the provisions of subsection 7.5 of the
Credit Agreement, and this Consent does not constitute, nor should it be
construed as, a waiver of compliance by Company with respect to (i) subsection
7.5 of the Credit Agreement in any other instance or (ii) any other term,
provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein (whether in connection with the Repurchase or
otherwise).
In order to induce Lenders to enter into this Consent,
Company, by its execution of a counterpart of this Consent, represents and
warrants that after giving effect to this Consent and the Repurchase (a) no
Event of Default or Potential Event of Default exists under the Credit
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Agreement, (b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete in all
material respects on and as of the date hereof except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date, and (c) Company has performed all agreements to be performed
on its part as set forth in the Credit Agreement.
This Consent may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. The consent set forth
herein shall become effective as of the date hereof upon the execution of
counterparts hereof by Company, Holdings and Subsidiary Guarantors and by
Lenders constituting Requisite Lenders, receipt by Company and Agents of written
or telephonic notification of such execution and authorization of delivery
thereof and receipt by Administrative Agent, on behalf of each Lender who
executes and delivers to Administrative Agent a counterpart of this Consent on
or prior to October 4, 1999, a fee equal to one-eighth of one percent (.125%) of
the sum of such Xxxxxx's Revolving Loan Exposure, Tranche A Term Loan Exposure
and Tranche B Term Loan Exposure.
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THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
AGENTS
DLJ CAPITAL FUNDING, INC.,
Individually as Syndication Agent
By: /s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx
Vice President
BANK ONE (successor to The First National
Bank of Chicago),Individually and as
Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
LENDERS
ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Group Vice President
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BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Director
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Senior Vice President
DRESDNER BANK AG
NEW YORK AND GRAND
CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Vice President
XXXXXXX XXXXX DEBT
STRATEGIES PORTFOLIO
By:
NATIONAL CITY BANK
By: /s/ Xxxx X. Xxxx
----------------
Xxxx X. Xxxx
Vice President
PEOPLE'S BANK
By: /s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx
Vice President
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SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH,
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx
Vice President
SUMMIT BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxxxxxxx X. Xxxxxxxxxxx
THE BANK OF NEW YORK
BY: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
XXX XXXXXX CLO I, LIMITED
BY: XXX XXXXXX MANAGEMENT INC. as
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Vice President
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By its execution of a counterpart of this Consent, the
undersigned, as guarantor under that certain Holdings Guaranty dated as of
December 11, 1997 or that certain Subsidiary Guaranty dated as of December 11,
1997 (the "Guaranties") in favor of Administrative Agent for the benefit of
Lenders, each hereby acknowledges that it has read this Consent and consents to
the terms thereof and further hereby confirms and agrees that, notwithstanding
the effectiveness of this Consent, the obligations of the undersigned under the
Guaranties shall not be impaired or affected and the Guaranties are, and shall
continue to be, in full force and effect and are hereby confirmed and ratified
in all respects.
PRECISION ENGINE PRODUCTS CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President and
Chief Financial Officer
DSD INTERNATIONAL CORP.
By: DISOLVED
Title:
STANADYNE AUTOMOTIVE HOLDING CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President and
Chief Financial Officer
Xxxxxxxxxxx and agreed as
of the date first written above:
STANADYNE AUTOMOTIVE CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Title: Vice President and
Chief Financial Officer