EXHIBIT-99.07
July 13, 1999
ST Acquisition Corp.
Senior Secured Credit Facilities
Letter Agreement
ST Acquisition Corp.
c/o CIBC World Markets Corp.
000 Xxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated May 22, 1999
among CIBC World Markets Corp., Canadian Imperial Bank of Commerce, The Chase
Manhattan Bank, Chase Securities Inc. and ST Acquisition Corp. The parties
hereto agree that the section titled "Mandatory Prepayments and Commitment
Reductions" in Exhibit A to the Commitment Letter shall be amended to read as
follows:
"The following amounts shall be applied to prepay the Term Loans and
reduce the Revolving Commitments:
(a) 100% of the net proceeds of any sale or issuance
of equity and 100% of the net proceeds of any
incurrence of indebtedness (other than the financings
referred to in paragraphs (b) and (c) of the "Initial
Conditions to Closing" set forth below) after the
Closing Date by the Borrower; and
(b) 100% of the net proceeds of any sale or other
disposition (including as a result of casualty or
condemnation) by the Borrower or any of its
subsidiaries of any assets, except for the sale of
inventory, receivables or obsolete or worn-out
property in the ordinary course of business and
subject to certain other customary exceptions
(including capacity for reinvestment) to be agreed
upon, provided that the amount of such net proceeds
from the sale or other disposition of assets by any
of the Borrower's subsidiaries shall be limited to
the portion thereof that shall remain after such net
proceeds are first applied to prepay any indebtedness
of such subsidiary in accordance with any mandatory
prepayment or redemption provisions thereof and that
shall be able (after receipt of any governmental
approvals now or hereafter required) to be paid as a
dividend by such subsidiary to the Borrower (the
Borrower agreeing to use its best efforts to cause
such dividend to be so paid).
The amounts described above shall be applied, first,
to prepay the Term Loans and, second, to permanently
reduce the Revolving Commitments (with extensions of
credit thereunder being prepaid to the extent the
aggregate amount thereof exceeds the Revolving
Commitments as so reduced).
The parties hereto have caused this Letter Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
CIBC WORLD MARKETS CORP.
/s/ Xxxx Xxxxx
------------------------------------
By: Xxxx Xxxxx
Title: Executive Director
CANADIAN IMPERIAL BANK OF COMMERCE
/s/ Xxxx Xxxxx
------------------------------------
By: Xxxx Xxxxx
Title: Executive Director
THE CHASE MANHATTAN BANK
/s/ Xxxxxx Xxxxx
------------------------------------
By: Xxxxxx Xxxxx
Title: Vice President
CHASE SECURITIES INC.
/s/ Xxx Xxxxxxxx
------------------------------------
By: Xxx Xxxxxxxx
Title: Managing Director
AGREED TO AND ACCEPTED:
ST ACQUISITION CORP.
/s/ Xxxxxxxx Xxxxxxx
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By: Xxxxxxxx Xxxxxxx
Title: Vice President, Treasurer
and Secretary
