1
EXHIBIT 10.1.2
EXECUTION COPY
STANADYNE AUTOMOTIVE CORP.
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of February 8, 1999 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, as amended as of July 31, 1998 (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, Company, Lenders and Agents amended
the Credit Agreement in certain respects; and
WHEREAS, Company and Lenders desire to amend the Credit Agreement to
modify the definition of Consolidated EBITDA and make certain other changes 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:
2
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 1.1: DEFINITIONS
The definition of Consolidated EBITDA set forth in subsection 1.1 of
the Credit Agreement is hereby amended by adding the following prior to the
phrase "all of the foregoing":
"plus, without duplication, for purposes of compliance with the
covenants set forth in subsections 7.6A (fixed charge coverage
ratio), 7.6B (Consolidated Leverage Ratio) and 7.6C (minimum EBITDA)
for the first three Fiscal Quarters of 1999, and not for purposes of
subsections 2.2A (interest rate) and 2.3A (commitment fee), an
amount, not to exceed $5,000,000, equal to the write down taken by
Stanadyne Italy in the last Fiscal Quarter of 1998 occasioned by the
closing of a manufacturing facility owned by Stanadyne Italy. . .".
1.2 AMENDMENT TO EXHIBIT VII: FORM OF COMPLIANCE CERTIFICATE
Attachment 1 to Exhibit VII to the Credit Agreement is hereby
amended by deleting subparts E, F and G of Part 11 thereof and substituting
therefor Exhibit I hereto.
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 "SECOND
AMENDMENT EFFECTIVE DATE"):
A. On or before the Second Amendment Effective Date, Company any 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 Second Amendment
Effective Date:
1. A Certificate, dated as of the Second 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 Second 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.
2
3
B. On or before the Second 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 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
obligations 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
3
4
are and will be true, correct and complete in all material respects on and as of
the Second 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 through the Second 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
Second 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
4
5
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 Second 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 Section I 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.
5
6
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 AUTOMOTIVE CORP.
By: /s/ Michael H. Boyer
--------------------
AGENTS
DLJ CAPITAL FUNDING, INC.,
Individually and as Syndication Agent
By: /s/ Dana F. Klein
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Administrative
Agent
By: /s/ Stephen E. McDonald
-----------------------
LENDERS
ABN AMRO BANK N.V.
By: /s/ James E. Davis
-------------------
By: /s/ James S. Adelsheim
-----------------------
6
7
BANKBOSTON, NA
By: /s/ Garth J. Collins
--------------------
BANK OF SCOTLAND
By: /s/ Janet Taffe
----------------
DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By:
By:
MERRILL LYNCH DEBT STRATEGIES
PORTFOLIO
By:
NATIONAL CITY BANK
By: /s/ Lisa Lisi
-------------
PEOPLE'S BANK
By: /s/ Michael T. Schweighoffer
----------------------------
7
8
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ Payson F. Swaffield
-----------------------
SUMMIT BANK
By: /s/ Christopher Kleckowski
--------------------------
THE BANK OF NEW YORK
By: /s/ Melinda White
-----------------
VAN KEMPEN AMERICAN CAPITAL PRIME
INCOME TRUST
By: /s/ Jeffrey W. Maillet
-----------------------
8
9
CREDIT SUPPORT PARTIES
(FOR PURPOSES OF SECTION 4 ONLY)
PRECISION ENGINE PRODUCTS CORP.
By: /s/ Michael H. Boyer
---------------------
Title: Vice President and
Chief Financial Officer
DSD INTERNATIONAL CORP.
By: CLOSED 9/25/98
Title:
-------------------------
STANADYNE AUTOMOTIVE HOLDING
CORP.
By: /s/ Michael H. Boyer
--------------------
Title: Vice President and
Chief Financial Officer
9