EXECUTION COPY
STANADYNE CORPORATION
THIRD AMENDMENT
TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated
as of August 24, 2001 and entered into by and among STANADYNE CORPORATION
(formerly known as STANADYNE AUTOMOTIVE CORP.), a Delaware corporation
("COMPANY"), the financial institutions listed on the signature pages hereof
("LENDERS"), BANK ONE, NA (formerly known as THE FIRST NATIONAL BANK OF
CHICAGO), as Administrative Agent for Lenders, CREDIT SUISSE FIRST BOSTON
(formerly known as DLJ CAPITAL FUNDING, INC.), as Syndication Agent for Lenders,
and, for purposes of Section 5 hereof, the Credit Support Parties (as defined in
Section 5 hereof) listed on the signature pages hereof, and is made with
reference to that certain Credit Agreement dated as of December 11, 1997, as
amended as of July 31, 1998 and February 8, 1999 (the "CREDIT AGREEMENT"), by
and among SAC Automotive, Inc., Company, Lenders, Administrative Agent and
Syndication Agent. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, SAC Automotive, Inc., Company, Lenders, Administrative
Agent and Syndication Agent entered into the Credit Agreement on December 11,
1997;
WHEREAS, on December 11, 1997 SAC Automotive, Inc. merged with and
into Company;
WHEREAS, as of July 31, 1998 and as of February 8, 1999, Company,
Lenders and Agents amended the Credit Agreement in certain respects;
WHEREAS, Company and Lenders desire to amend the Credit Agreement to
modify certain definitions, amend certain financial covenants and make certain
other changes as set forth below; and
WHEREAS, Company has informed Agents and Lenders that it desires to
repurchase $5.0 million of the Senior Subordinated Notes (the "Repurchase").
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 1.1: DEFINITIONS
A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding the following definition:
"BANK ONE" means Bank One, NA (formerly the First National Bank of
Chicago).
The Credit Agreement is further amended by substituting the term `Bank One' for
the term `FNBC' wherever it appears.
B. The definition of Consolidated Fixed Charges set forth in
subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following in lieu thereof:
"CONSOLIDATED FIXED CHARGES" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Interest Expense
and (ii) scheduled principal payments after the Closing Date in respect of
Consolidated Total Debt minus total interest income of Company and its
Subsidiaries, all of the foregoing as determined on a consolidated basis for
Company and its Subsidiaries in conformity with GAAP.
C. The definition of Consolidated Net Worth set forth in subsection
1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following in lieu thereof:
"CONSOLIDATED NET WORTH" means, as at any date of determination, the
sum of the capital stock and additional paid-in capital plus retained earnings
(or minus accumulated deficits) of Company and its Subsidiaries on a
consolidated basis determined in conformity with GAAP and before giving effect
to (i) any adjustment pertaining to carryover or predecessor basis accounting,
such adjustment not to exceed $7,500,000, that may be required by Accounting
Principles Board Opinions Nos. 16 and 17 (or any similar adjustment required by
the rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or a similar authoritative body) as a result of the Acquisition
or (ii) any impairment in value pertaining to goodwill or other intangible
assets that may be required by the rules, regulations, pronouncements and
opinions of the Financial Accounts Standards Board or a similar authoritative
body.
D. The definition of Consolidated Total Debt set forth in subsection
1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following in lieu thereof:
"CONSOLIDATED TOTAL DEBT" means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP,
provided, however, for purposes of calculating the Consolidated Leverage Ratio
(for purposes of subsection 7.6B), Consolidated Total Debt
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shall mean the balance sheet amount of all such Indebtedness minus the aggregate
amount of Cash and Cash Equivalents of Company and its Subsidiaries, determined
on a consolidated basis in accordance with GAAP, that is on deposit with one or
more Lenders.
1.2 AMENDMENT TO SECTION 2.2: INTEREST ON THE LOANS
A. Subsection 2.2A(i)(a)(II) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the following therefor:
(II) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar
Rate plus the Eurodollar Rate Margin set forth in the table below opposite the
Consolidated Leverage Ratio for the four-fiscal quarter period for which the
applicable Margin Determination Certificate has been delivered pursuant to
subsection 6.1(iv):
CONSOLIDATED APPLICABLE APPLICABLE BASE
LEVERAGE RATIO EURODOLLAR RATE MARGIN RATE MARGIN
---------------------------------------------------------
Greater than
or equal to 4.00:1 2.50% 1.75%
Greater than
or equal to 3.50:1
but less than 4.00:1 2.25% 1.50%
Greater than
or equal to 3.00:1
but less than 3.50:1 2.00% 1.25%
Greater than
or equal to 2.50:1
but less than 3.00:1 1.75% .75%
Less than 2.50:1 1.50% .50%
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B. Subsection 2.2A(i)(b)(II) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the following therefore:
(II) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar
Rate plus the Eurodollar Rate Margin set forth in the table below opposite the
Consolidated Leverage Ratio for the four-fiscal quarter period for which the
applicable Margin Determination Certificate has been delivered pursuant to
subsection 6.1(iv):
CONSOLIDATED APPLICABLE APPLICABLE BASE
LEVERAGE RATIO EURODOLLAR RATE MARGIN RATE MARGIN
---------------------------------------------------------
Greater than
or equal to 4.00:1 2.75% 2.00%
Greater than
or equal to 3.50:1
but less than 4.00:1 2.50% ` 1.75%
Greater than
or equal to 3.00:1
but less than 3.50:1 2.25% 1.50%
Greater than
or equal to 2.50:1
but less than 3.00:1 2.00% 1.00%
Less than 2.50:1 1.75% .75%
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1.3 AMENDMENT TO SECTION 2.3: FEES
A. Subsection 2.3A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefore:
A. COMMITMENT FEES. Company agrees to pay to Administrative Agent, for
distribution to each Lender in proportion to that Lender's Pro Rata Share,
commitment fees for the period from and including the Closing Date to and
excluding the Revolving Loan Commitment Termination Date equal to the average of
the daily excess of the Revolving Loan Commitments over the aggregate principal
amount of outstanding Revolving Loans (but not including any outstanding Swing
Line Loans) and Letter of Credit Usage multiplied by the commitment fee
percentage set forth in the table below opposite the Consolidated Leverage Ratio
for the four-fiscal quarter period for which the applicable Margin Determination
Certificate has been delivered pursuant to subsection 6.1(iv):
CONSOLIDATED COMMITMENT
LEVERAGE RATIO FEE PERCENTAGE
-------------------------------
Greater than
or equal to 4.00:1.00 0.50%
Greater than
or equal to 3.50:1.00
but less than 4.00:1.00 0.45%
Greater than
or equal to 3.00:1.00
but less than 3.50:1.00 0.40%
Greater than
or equal to 2.50:1.00
but less than 3.00:1.00 0.375%
Less than 2.50:1.00 0.35%
such commitment fees to be calculated on the basis of a 360-day year and the
actual number of days elapsed and to be payable quarterly in arrears on March
31, June 30, September 30 and December 31 of each year, commencing on the first
such date to occur after the Closing Date, and on the Commitment Termination
Date. Upon delivery of the Margin Determination Certificate by Company to
Administrative Agent pursuant to subsection 6.1(iv), the applicable commitment
fee percentage shall automatically be adjusted in accordance with such Margin
Determination Certificate, such adjustment to become effective on the next
succeeding Business Day following the receipt by Administrative Agent of such
Margin Determination Certificate; provided that in the event that Company fails
to deliver a Margin Determination Certificate timely in accordance with the
provisions of subsection 6.1(iv), from the time such Margin Determination
Certificate should have been delivered until such date as such a Margin
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Determination Certificate is actually delivered, the applicable commitment fee
percentage shall be the maximum percentage amount set forth above per annum.
1.4 AMENDMENT TO SECTION 7.6: FINANCIAL COVENANTS
A. Subsection 7.6A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
A. MINIMUM FIXED CHARGE COVERAGE RATIO. Company shall not permit the ratio
of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges for any
consecutive four-Fiscal Quarter period ending on the dates set forth below to be
less than the correlative ratio indicated:
MINIMUM CONSOLIDATED FIXED
FISCAL QUARTER ENDING DATE CHARGE COVERAGE RATIO
---------------------------------------------------------------
June 30, 2001 2.00
September 30, 2001 1.50
December 31, 2001 1.50
March 31, 2002 1.50
June 30, 2002 1.50
September 30, 2002 1.50
December 31, 2002 1.50
March 31, 2003 1.50
June 30, 2003 1.50
September 30, 2003 1.50
December 31, 2003 1.75
March 31, 2004 1.75
June 30, 2004 2.00
September 30, 2004 and thereafter 2.00
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B. Subsection 7.6B of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
B. MAXIMUM LEVERAGE RATIO. Company shall not permit the Consolidated
Leverage Ratio at any of the dates set forth below to exceed the correlative
ratio indicated:
DATE MAXIMUM CONSOLIDATED LEVERAGE RATIO
------------------------------------------------------------------------
June 30, 2001 3.75
September 30, 2001 4.50
December 31, 2001 4.00
March 31, 2002 3.75
June 30, 2002 3.50
September 30, 2002 and thereafter 3.50
C. Subsection 7.6C of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
C. MINIMUM CONSOLIDATED EBITDA. Company shall not permit Consolidated
EBITDA for the consecutive four-Fiscal Quarter period ending on the date
indicated below to be less than the correlative amount indicated:
FISCAL QUARTER ENDING DATE MINIMUM CONSOLIDATED EBITDA
----------------------------------------------------------------
$ in millions
June 30, 2001 25
September 30, 2001 25
December 31, 2001 25
March 31, 2002 25
June 30, 2002 25.5
September 30, 2002 26
December 31, 2002 26.5
March 31, 2003 27
June 30, 2003 27.5
September 30, 2003 28
December 31, 2003 29
March 31, 2004 30
June 30, 2004 31
September 30, 2004 and thereafter 32
D. Subsection 7.6D of the Credit Agreement is hereby amended by
adding the following at the end thereof:
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"In addition, Company, for each Fiscal Quarter ending on and after
June 30, 2001, shall not permit Consolidated Net Worth to be less than $55
million plus the sum of 50% of Consolidated Net Income (if positive) for each
Fiscal Year commencing with the Fiscal Year ending on December 31, 2001."
1.5 AMENDMENT TO SCHEDULES AND EXHIBITS
A. Schedule 5.1 is hereby amended to read as set forth in Schedule
5.1 hereto.
B. The form of Compliance Certificate attached to the Credit
Agreement as Exhibit VII is hereby amended to read as set forth as Exhibit VII
hereto.
SECTION 2. CONSENT REGARDING REPURCHASE OF SUBORDINATED NOTES
A. 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 $5.0 million face amount of the Senior
Subordinated Notes shall be repurchased by Company; (2) the Consolidated
Leverage Ratio calculated (as required for purposes of subsection 7.6B of the
Credit Agreement) on a pro forma basis giving effect to the Repurchase is less
than 3.50:1; (3) the difference between the lesser of the Revolving Loan
Commitments then in effect and the Borrowing Base, as shown by the Borrowing
Base Certificate most recently delivered to Administrative Agent, and the Total
Utilization of Revolving Loan Commitments, on a pro forma basis giving effect to
the Repurchase, is no less than $20 million; (4) 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; and (5) Company has
delivered a certificate demonstrating compliance with conditions (2), (3) and
(4) of this Section 2A.
B. 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).
SECTION 3. CONDITIONS TO EFFECTIVENESS
Sections 1 and 2 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "THIRD AMENDMENT
EFFECTIVE DATE"):
A. On or before the Third Amendment Effective Date, Company shall
deliver to Lenders (or to Administrative Agent for Lenders with sufficient
originally executed copies,
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where appropriate, for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Third Amendment Effective Date:
1. A Certificate, dated as of the Third Amendment Effective
Date, of its corporate secretary or an assistant secretary, stating that there
has been no amendment to its Certificate of Incorporation or Bylaws since the
Closing Date or, if the Certificate of Incorporation or Bylaws have been
amended, attaching copies of such amendment and certifying them as being true
and correct copies;
2. Resolutions of its Board of Directors approving and
authorizing the execution, delivery, and performance of this Amendment,
certified as of the Third Amendment Effective Date by its corporate secretary or
an assistant secretary as being in full force and effect without modification or
amendment;
3. Good standing certificates of each Loan Party from its
state of organization;
4. Signature and incumbency certificates of its officers
executing this Amendment; and
5. Executed copies of this Amendment.
B. On the Third Amendment Effective Date, Company shall deliver to
each Lender that has executed and delivered this Amendment by such date, an
amendment fee equal to .20% of the sum of such Lender's Revolving Loan
Commitment and the outstanding amount of such Lender's Term Loans (after giving
effect to the prepayment of the Term Loans pursuant to Section 3E hereof).
C. On or before the Third Amendment Effective Date, Company shall
deliver such other fees as agreed to by Administrative Agent and Company.
D. On or before the Third Amendment Effective Date, all corporate
and other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and their
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.
E. On or before the Third Amendment Effective Date, Company shall
prepay the Term Loans in accordance with subsection 2.4B(i) of the Credit
Agreement in an amount not less that $10 million.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
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A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement as so amended have been
duly authorized by all necessary corporate action on the part of Company.
C. NO CONFLICT. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement as so amended
do not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable to Company or any of its Subsidiaries, the
Certificate or Articles of Incorporation or Bylaws of Company or any of its
Subsidiaries or any order, judgment or decree of any court or other agency of
government binding on Company or any of its Subsidiaries, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Company or any of its Subsidiaries (other than
Permitted Encumbrances), or (iv) require any approval of stockholders of Company
or any approval or consent of any Person under any Contractual Obligation of
Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by Company and the Amended Agreement is the legally valid and binding
obligation of Company, enforceable against Company in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that date, after giving effect to any modifications to
the Loan Documents on or prior to the date hereof, except to the extent such
representations and warranties (including the Schedules referred to in Section 5
of the Credit Agreement) 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.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
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SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Holdings and Subsidiary Guarantors are parties to certain Guaranties
and certain Collateral Documents specified in the Credit Agreement, in each case
as amended through the Third Amendment Effective Date, pursuant to which
Holdings and each Subsidiary Guarantor have (i) guarantied the Obligations and
(ii) created liens in favor of Administrative Agent on certain Collateral to
secure the obligations of each such party under the applicable Guaranty of such
party. Holdings and Subsidiary Guarantors are collectively referred to herein as
the "CREDIT SUPPORT Parties", and the Guaranties and Collateral Documents
referred to above are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this Amendment and consents
to the amendments of the Credit Agreement effected pursuant to this Amendment.
Each Credit Support Party hereby confirms that each Credit Support Document to
which it is a party or otherwise bound and all Collateral encumbered thereby
will continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Amended Agreement.
Each Credit Support Party acknowledges and agrees that the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Amended
Agreement and the Credit Support Documents to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
Third Amendment Effective Date to the same extent as though made on and as of
that date, after giving effect to any modifications to the Loan Documents on or
prior to the date hereof, except to the extent such representations and
warranties (including the Schedules referred to in Section 5 of the Credit
Agreement and the Credit Support Documents) 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.
Each Credit Support Party acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Credit Support Party to any future amendments to the Credit Agreement.
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SECTION 6. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the Third Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to
the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver
of any provision of, or operate as a waiver of any right, power or
remedy of either Agent or any Lender under, the Credit Agreement or
any of the other Loan Documents.
B. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
C. APPLICABLE LAW. THIS AMENDMENT 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.
D. COUNTERPARTS; EFFECTIVENESS. This Amendment 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; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Sections 1 and 2 hereof, the effectiveness of which is governed by
Section 3 hereof) shall become effective upon the execution of a counterpart
hereof by Company, Requisite Lenders and each of the Credit Support Parties and
receipt by Company and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY
STANADYNE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Chief Financial
Officer
Notice Address:
Stanadyne Corporation
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
AGENTS
CREDIT SUISSE FIRST BOSTON,
Individually and as Syndication Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Director
BANK ONE, NA,
Individually and as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
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LENDERS
ABN AMRO BANK N.V.
By: /s/ K. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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K. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Group Vice President
By: /s/ ▇. ▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇
Senior Vice President
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Associate
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Associate
▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. Page
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▇▇▇▇▇ ▇. Page
Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
NATIONAL CITY BANK
By:
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PEOPLE'S BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its, Vice President
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
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▇▇▇▇▇ ▇. Page
Vice President
THE BANK OF NEW YORK
By: /s/ M.A. White
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC. as
Collateral Manager
By:
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CREDIT SUPPORT PARTIES
(FOR PURPOSES OF SECTION 5 ONLY)
PRECISION ENGINE PRODUCTS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and CFO
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STANADYNE AUTOMOTIVE HOLDING CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and CFO
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