Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • April 19th, 2005 • Stanadyne Holdings, Inc. • New York
Stanadyne Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $100,000,000 principal amount at maturity of its 12.00% Senior Discount Notes due 2015. As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 19th, 2005 • Stanadyne Holdings, Inc. • New York
Stanadyne Holdings, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 12.00% Senior Discount Notes due February 15, 2015 (the “Old Notes”) for its 12.00% Senior Discount Notes due February 15, 2015 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the Exchange Notes are collectively referred to herein as the “Notes.” Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Prospectus.
