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EXHIBIT 10.1.5
LIMITED WAIVER REGARDING
STANADYNE CORPORATION
August 10, 2001
Stanadyne Corporation
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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 (said
Credit Agreement, as so amended, being the "CREDIT AGREEMENT", the terms defined
therein being used herein as therein defined), among STANADYNE CORPORATION
(formerly known as STANADYNE AUTOMOTIVE CORP.), a Delaware corporation
("COMPANY"), SAC AUTOMOTIVE, INC., a Delaware corporation, the financial
institutions listed therein ("LENDERS") and BANK ONE, NA (formerly known as THE
FIRST NATIONAL BANK OF CHICAGO), as administrative agent for Lenders (in such
capacity "ADMINISTRATIVE AGENT").
Company has informed Administrative Agent and Lenders that
Consolidated EBITDA for the consecutive four Fiscal Quarter periods ending June
30, 2001 will be less than the amount required pursuant to subsection 7.6C. At
the request of Company the undersigned Lenders, constituting Requisite Lenders
under the Credit Agreement, hereby waive compliance with the provisions of
subsection 7.6C of the Credit Agreement for such Fiscal Quarter; provided that
Consolidated EBITDA for the consecutive four Fiscal Quarter periods ending June
30, 2001 shall equal at least $25 million and that after giving effect to such
waiver no other Potential Events of Default or Events of Default shall have
occurred and be continuing.
Without limiting the generality of the provisions of
subsection 10.6 of the Credit Agreement, the waiver set forth herein shall be
limited precisely as written and relates solely to the noncompliance by Company
with the provisions of subsection 7.6C of the Credit Agreement for the Fiscal
Quarter ended June 30, 2001 in the manner and to the extent described above, and
nothing in this Limited Waiver shall be deemed to (a) constitute a waiver of
compliance by Company with respect to (i) subsection 7.6C 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
or (b) prejudice any right or remedy that Administrative Agent or any Lender may
now have (except to the extent such right or remedy was based upon existing
defaults that will not exist after giving effect to this Limited Waiver) or may
have in the future under or in connection with the Credit Agreement
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or any other instrument or agreement referred to therein. Except as expressly
set forth herein, the terms, provisions and conditions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect and in all
other respects are hereby ratified and confirmed.
In order to induce Lenders to enter into this Limited Waiver,
Company, by its execution of a counterpart of this Limited Waiver, represents
and warrants that after giving effect to this Limited Waiver (a) no Event of
Default or Potential Event of Default exists under the Credit 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 Limited Waiver 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
limited waiver set forth herein shall become effective as of the date hereof
upon the execution of counterparts hereof by Company, Credit Support Parties and
by Lenders constituting Requisite Lenders and receipt by Company and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
THIS LIMITED WAIVER 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Limited Waiver to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
ADMINISTRATIVE AGENT:
BANK ONE, NA,
Individually and as Administrative Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
First Vice President
COMPANY:
STANADYNE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
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LENDERS:
ABN AMRO BANK N.V.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇
Senior Vice President
By: /s/ K. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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K. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Group 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
FLEET NATIONAL BANK
By:
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NATIONAL CITY BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
PEOPLE'S BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its, Vice President
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SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By:
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SUMMIT BANK
By:
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THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC. as
Collateral Manager
By:
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By its execution of a counterpart of this Limited Waiver, the
undersigned, as Credit Support Party under those certain Guaranties and certain
Collateral Documents specified in the Credit Agreement, as amended, pursuant to
which Holdings and each Subsidiary Guarantor have (i) guaranteed 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 read this
Limited Waiver and consents to the terms thereof and further hereby confirms and
agrees that, notwithstanding the effectiveness of this Limited Waiver, the
obligations of the undersigned under the Credit Support Documents shall not be
impaired or affected and the Credit Support Documents are, and shall continue to
be, in full force and effect and are hereby confirmed and ratified in all
respects.
CREDIT SUPPORT PARTIES:
PRECISION ENGINES PRODUCTS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
STANADYNE AUTOMOTIVE HOLDING CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
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