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EXHIBIT 10.15
[INVIFIN S.A. LETTERHEAD]
October 30, 1996
Northern Automotive Corporation
c/o Gibson, Dunn & Crutcher
200 Park Avenue
New York, New York 10166
Re: Stand-By Commitment to Loan up to $105
Million of Senior Debt
Gentlemen:
The following outlines our mutual understanding and agreement in
connection with the above-referenced commitment.
1. Stand-By Commitment. Invifin S.A. ("Invifin") understands
that, in connection with the redemption of certain of the shares of CSK Group,
Ltd. ("Parent"), the parent corporation of Northern Automotive Corporation (the
"Company"), and the refinancing of certain indebtedness of the Company, all in
connection with the sale of shares of Parent by certain shareholders of Parent
to certain Purchasers pursuant to a Stock Purchase Agreement dated as of
September 29, 1996, a copy of which is attached hereto as Exhibit A, the
Company desires to obtain new senior credit facilities. Invifin hereby commits
to provide up to $105 million principal amount of senior debt (the "Senior
Debt") for use in effecting the refinancing and related transaction pursuant to
the Stock Purchase Agreement in the event that the Company is unable to arrange
such financing from other sources. Invifin's obligations hereunder are subject
to the terms and conditions set forth in this letter, including the
consummation of the transactions (the "Transactions") contemplated by the Stock
Purchase Agreement substantially on the terms set forth in such Agreement, with
such changes as to which Invifin shall consent, which consent shall not be
unreasonably withheld, and the failure of the Company to arrange alternative
sources for the Senior Debt.
2. Terms of Senior Debt. The Senior Debt will (i) be provided on
the closing date of the Transactions (the "Closing Date"), (ii) be evidenced by
one or more notes which will be purchased pursuant to the terms of a Note
Purchaser Agreement, (iii) bear interest and have a final maturity on terms to
be negotiated. The terms of the Senior Debt will be set forth in a loan
agreement, a promissory note and related documents, which shall contain such
other terms and conditions as are reasonably satisfactory to Invifin after
consultation with you.
3. Commissions and Expenses. The Company shall pay a fee of
$1,575,000 in consideration of Invifin's standby commitment to provide up to
$105 million of additional Senior Debt. Such fee is payable on the closing
date of the Transactions. The Company shall or shall cause its successor to
reimburse Invifin for its out-of-pocket expenses, including counsel fees,
incurred in connection with the making of this commitment, and, if funded, its
funding of the Senior Debt.
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4. Due Authorization. The Company represents that it is
authorized to execute this letter agreement.
5. Termination. The obligations of Invifin under this letter
shall terminate on the earlier to occur of the termination of the Stock
Purchase Agreement or January 31, 1997, provided that Invifin may earlier
terminate its obligations hereunder by notice to the Company (a) if any
condition to the closing of, or any provision in, the Stock Purchase Agreement
has been waived or the Stock Purchase Agreement has been amended in any case
without Invifin's consent, which consent shall not be unreasonably withheld; or
(b) if trading in securities generally on the New York Stock Exchange or the
American Stock Exchange or the over-the-counter market shall have been
suspended or minimum prices shall have been established on either of such
exchanges or such market by the Securities and Exchange Commission or by such
exchange or a general banking moratorium shall have been declared by federal or
state authorities. Upon termination of this letter agreement pursuant to this
paragraph or upon any termination by the Company, the Company will remain
obligated under paragraph 4 hereof with respect to the payment of Invifin's
expenses.
6. Counterparts. This letter agreement may be signed in
counterparts, each of which shall constitute an original and which together
shall constitute one and the same agreement.
Please indicate your acceptance of the foregoing by signing and
returning the enclosed copy of this letter agreement. We look forward to
working with you on this matter.
Very truly yours,
Invifin S.A.
By: /s/ J.R. Bartolini
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Name: J.R. Bartolini
Title: Director
Accepted and Agreed:
Northern Automotive Corporation
By: /s/ James Bazlen
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Name: James Bazlen
Title: President