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EXHIBIT 10.1.1
EXECUTION COPY
STANADYNE AUTOMOTIVE CORP.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of July 31 1998 and entered into by and among STANADYNE AUTOMOTIVE
CORP., a Delaware corporation ("COMPANY"), the financial institutions listed on
the signature pages hereof ("LENDERS"), THE FIRST NATIONAL BANK OF CHICAGO, as
Administrative Agent for Lenders, DLJ CAPITAL FUNDING, INC., Syndication Agent
for Lenders and, for purposes of Section 4 hereof, the Credit Support Parties
(as defined in Section 4 hereof) listed on the signature pages hereof, and is
made with reference to that certain Credit Agreement dated as of December 11,
1997 (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, Company and Lenders desire to amend the Credit Agreement
to (i) permit a secured loan by Company to Stanadyne Italy and (ii) make certain
other amendments as set forth below:
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
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SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 6: COMPANY'S AFFIRMATIVE COVENANTS
A. Subsection 6.7 of the Credit Agreement is hereby amended by
deleting clause B(ii)(a) thereof and substituting the following therefor:
"(a) any Release required to be reported to any federal, state or
local governmental or regulatory agency under any applicable
Environmental Laws unless such Release could not reasonably be
expected to have a Material Adverse Effect".
B. Subsection 6.7 of the Credit Agreement is hereby further
amended by deleting clause B(iii)(b) thereof and substituting the following
therefor:
"(b) any Release required to be reported to any federal, state or
local governmental or regulatory agency under any applicable
Environmental Laws unless such Release could not be reasonably be
expected to have a Material Adverse Effect".
1.2 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.1 (vii) of the Credit Agreement is hereby amended
by deleting it in its entirety and substituting the following therefor:
"(vii) Stanadyne Italy may become and remain liable with respect
to Indebtedness (including Indebtedness described in clauses (v)
and (xi)) in an aggregate principal amount not to exceed
$10,000,000 at any time outstanding; provided that such
Indebtedness shall not be guaranteed by Holdings or any Domestic
Subsidiary of Holdings or Company;"
B. Subsection 7.1 of the Credit Agreement is hereby amended by
adding the following as clause (xi):
"(xi) Stanadyne Italy may become and remain liable with respect to
Indebtedness to Company; provided that (a) such Indebtedness shall
be evidenced by a promissory note or promissory notes, which shall
be pledged to Administrative Agent on behalf of Lenders pursuant
to the Company Pledge Agreement and the applicable provisions of
Italian statutory law, and (b) an opinion of Italian counsel is
provided to Administrative Agent and Lenders indicating that the
pledge of such note or notes is perfected under Italian law and
that such note or notes are legal, valid and binding obligations
of Stanadyne Italy, enforceable in accordance with their terms."
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SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 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 "FIRST AMENDMENT
EFFECTIVE DATE"):
A. On or before the First Amendment Effective Date, Company shall
deliver to Lenders (or to Administrative Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its counsel)
the following, each, unless otherwise noted, dated the First Amendment Effective
Date:
1. A Certificate, dated as of the First 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 First Amendment Effective Date by its corporate secretary or
an assistant secretary as being in full force and effect without modification or
amendment;
3. Signature and incumbency certificates of its officers
executing this Amendment; and
4. Executed copies of this Amendment and the First Amendment to
Company Pledge Agreement, dated the date hereof, between Company and
Administrative Agent (the "FIRST AMENDMENT TO PLEDGE AGREEMENT").
B. On or before the First 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 Agents, acting on behalf of Lenders, and their counsel shall be
satisfactory in form and substance to Agents and such counsel, and Agents and
such counsel shall have received all such counterpart originals or certified
copies of such documents as Agents may reasonably request.
SECTION 3. 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:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment
and the First Amendment to Pledge Agreement and to carry out
the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Amendment (the
"AMENDED AGREEMENT") and the First Amendment to Pledge
Agreement.
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B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the First Amendment to Pledge Agreement and the performance of the
Amended Agreement and the Company Pledge 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 First Amendment to Pledge Agreement and the performance by
Company of the Amended Agreement and the Company Pledge 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 First Amendment to Pledge Agreement and the performance
by Company of the Amended Agreement and the Company Pledge Agreement as so
amended 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, the Amended Agreement, the
First Amendment to Pledge Agreement and the Company Pledge Agreement as so
amended have been duly executed and delivered by Company and are the legally
valid and binding obligations of Company, enforceable against Company in
accordance with their 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 First Amendment Effective Date to the same extent as
though made on and as of that date, 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.
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.
SECTION 4. ACKNOWLEDGEMENT AND CONSENT
Holdings and the Subsidiary Guarantors are parties to certain
Guaranties and certain Collateral Documents specified in the Credit Agreement,
in each case as amended
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through the First Amendment Effective Date, 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 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
First Amendment Effective Date to the same extent as though made on and as of
that date, 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.
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.
SECTION 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the First 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.
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(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 Section 1 hereof, the effectiveness of which is governed by
Section 2 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
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STANADYNE AUTOMOTIVE CORP.
By: /s/ Xxxxxxx X. Xxxxx
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AGENTS
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DLJ CAPITAL FUNDING, INC.,
Individually and as Syndication Agent
By: /s/ Xxxx Xxxxxxx
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THE FIRST NATIONAL BANK OF
CHICAGO,
Individually and as Administrative Agent
By:
LENDERS
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ABN AMRO BANK N.V.
By: /s/ Xxxxx X. Xxxxxxxxx
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By: /s/ Xxxx X. Xxxxxx
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BANKBOSTON, NA
By: /s/ Xxxxx X. Xxxxxxx
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BANK OF SCOTLAND
By: /s/ Xxxxx Xxxx Tat
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DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By: /s/ Xxxx X. Xxxxxxx
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By: /s/ Xxxxxxx X. Xxxxx
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XXXXXXX XXXXX DEBT
STRATEGIES PORTFOLIO
By:
NATIONAL CITY BANK
By: /s/ Xxxx Xxxx
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PEOPLE'S BANK
By:
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SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
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SUMMIT BANK
By:
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxxx
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XXX XXXXXX AMERICAN CAPITAL
PRIME INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
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CREDIT SUPPORT PARTIES
(FOR PURPOSES OF SECTION 4
ONLY)
PRECISION ENGINE PRODUCTS
CORP.
By: /s/ Xxxxxxx X. Xxxxx
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DSD INTERNATIONAL CORP.
By: /s/ Xxxxxxx X. Xxxxx
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STANADYNE AUTOMOTIVE
HOLDING CORP.
By: /s/ Xxxxxxx X. Xxxxx
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