Limited Waiver to Credit Agreement among Stanadyne Corporation, Lenders, and Bank One, NA (August 10, 2001)

Summary

Stanadyne Corporation, its lenders, and Bank One, NA (as administrative agent) agree to a limited waiver regarding a specific financial covenant in their existing Credit Agreement. The lenders waive compliance with the required Consolidated EBITDA for the four quarters ending June 30, 2001, provided it is at least $25 million and no other defaults exist. This waiver applies only to this period and does not affect other terms of the Credit Agreement. All other obligations and guarantees remain in effect, and the agreement is governed by New York law.

EX-10.1.5 4 y52487ex10-1_5.txt EX-10.1.5 1 EXHIBIT 10.1.5 LIMITED WAIVER REGARDING STANADYNE CORPORATION August 10, 2001 Stanadyne Corporation 92 Deerfield Road Windsor, Connecticut 06095 Attention: Stephen S. Langin 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 2 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. 2 3 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/ Paul E. Flynn -------------------------------- Paul E. Flynn First Vice President COMPANY: STANADYNE CORPORATION By: /s/ Stephen S. Langin -------------------------------- Stephen S. Langin Vice President and Chief Financial Officer S-1 4 LENDERS: ABN AMRO BANK N.V. By: /s/ W. P. Fischer ------------------------------------ W. P. Fischer Senior Vice President By: /s/ K. Daniel Streiff ------------------------------------ K. Daniel Streiff Group Vice President BANK OF SCOTLAND By: /s/ Joseph Fratus ------------------------------------ Joseph Fratus Vice President DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Gabriela Fields ------------------------------------ Gabriela Fields Associate By: /s/ Faraaz Kamran ------------------------------------ Faraaz Kamran Associate FLEET NATIONAL BANK By: ------------------------------------ NATIONAL CITY BANK By: /s/ Robert C. Rowe ------------------------------------ Robert C. Rowe Senior Vice President PEOPLE'S BANK By: /s/ Dante S. Fazzina ------------------------------------ Dante S. Fazzina Its, Vice President S-2 5 SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH, as Investment Advisor By: ------------------------------------ SUMMIT BANK By: ------------------------------------ THE BANK OF NEW YORK By: /s/ Melinda A. White ------------------------------------ Melinda A. White Vice President VAN KAMPEN CLO I, LIMITED BY: VAN KAMPEN MANAGEMENT INC. as Collateral Manager By: ------------------------------------ S-3 6 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/ Stephen S. Langin --------------------- Title: Stephen S. Langin Vice President and Chief Financial Officer STANADYNE AUTOMOTIVE HOLDING CORP. By: /s/ Stephen S. Langin --------------------- Title: Stephen S. Langin Vice President and Chief Financial Officer S-4