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EX-10.1 - SECOND AMENDMENT TO CREDIT AGREEMENT - STANADYNE CORPd238235dex101.htm
EX-10.2 - THIRD AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT - STANADYNE CORPd238235dex102.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2011

 

 

 

Commission File Number

 

Exact name of registrant as specified
in its charter, Principal Office
Address and Telephone Number

 

State of

Incorporation

 

I.R.S. Employer

Identification No.

333-124154  

Stanadyne Holdings, Inc.

92 Deerfield Road

Windsor, CT 06095

(860) 525-0821

  Delaware   20-1398860
333-45823  

Stanadyne Corporation

92 Deerfield Road

Windsor, CT 06095

(860) 525-0821

  Delaware   22-2940378

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

 

Item 1.01 Entry into a Material Definitive Agreement

On September 26, 2011, Stanadyne Corporation (“Stanadyne”) and Wells Fargo Capital Finance, LLC (“Wells Fargo”) entered into a Second Amendment to Credit Agreement (the “Second Amendment”) and a Third Amendment to the EXIM Guarantied Credit Agreement (the “Third Amendment”). The Second Amendment increases the Maximum Revolver Amount as defined by the Credit Agreement from $30 million to $35 million. In addition, the Second Amendment clarifies the definition of “Borrowing Base” as it relates to an “Inventory Block” or reserve against inventory that Wells Fargo may initiate against the Borrowing Base so that such reserve would not exceed $1,500,000. The purpose of the Third Amendment is to increase the “Maximum Revolver Amount” under the EXIM Guarantied Credit Agreement that is guaranteed by the Export-Import Bank from $10 million to $15 million. All other terms of the credit agreements are materially unchanged from the prior agreements, including the term of the Credit Agreement that expires August 13, 2014, with the EXIM guarantied portion expiring August 13, 2013.

SECTION 2 – FINANCIAL INFORMATION

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See disclosure under Item 1.01 of this Current Report on Form 8-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1    Second Amendment to Credit Agreement dated as of September 26, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.
10.2    Third Amendment to EXIM Guarantied Credit Agreement dated as of September 26, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Stanadyne Holdings, Inc.
  (Registrant)
Date: September 28, 2011   By:  

/s/ STEPHEN S. LANGIN

  Stephen S. Langin
  Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Stanadyne Corporation
  (Registrant)
Date: September 28, 2011   By:  

/s/ STEPHEN S. LANGIN

  Stephen S. Langin
  Vice President and
  Chief Financial Officer


EXHIBIT INDEX

 

EXHIBIT    DESCRIPTION
10.1    Second Amendment to Credit Agreement dated as of September 26, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.
10.2    Third Amendment to EXIM Guarantied Credit Agreement dated as of September 26, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.