THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2001 • Stanadyne Automotive Corp • Motor vehicle parts & accessories • New York
AGREEMENT BETWEENPurchase Agreement • November 15th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories • Connecticut
AGREEMENT TO SUPPLY BEARINGS BETWEEN PRECISION ENGINE PRODUCTS CORP. 2919 COMMON WEALTH BOULEVARD, TALLAHASSEE, FLORIDA 32303 (HEREINAFTER REFERRED TO AS BUYER),Supply Agreement • May 1st, 1998 • Stanadyne Automotive Corp • Motor vehicle parts & accessories • South Carolina
EXECUTION PLEDGE AND SECURITY AGREEMENT DATED AS OF AUGUST 6, 2004Pledge and Security Agreement • November 15th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 19th, 1999 • Stanadyne Automotive Corp • Motor vehicle parts & accessories • New York
BACKGROUNDManufacturing Agreement • January 31st, 2005 • Stanadyne Corp • Motor vehicle parts & accessories • Florida
August 6, 2004 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: KSTA Acquisition, LLC, a Delaware limited liability company ("KSTA Acquisition"), which will be merged with and into Stanadyne Corporation, a Delaware...Exchange and Registration Rights Agreement • November 15th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories
INDENTUREIndenture • November 15th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories • New York
AMONGStock Purchase Agreement • August 13th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories • New York
ANDLoan and Security Agreement • November 14th, 2003 • Stanadyne Automotive Corp • Motor vehicle parts & accessories • New York
LIMITED WAIVER REGARDING STANADYNE CORPORATION August 10, 2001Limited Waiver • August 14th, 2001 • Stanadyne Automotive Corp • Motor vehicle parts & accessories
REVOLVINGRevolving Credit and Guaranty Agreement • November 15th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.16(c) SWING LINE NOTESwing Line Note • November 14th, 2003 • Stanadyne Automotive Corp • Motor vehicle parts & accessories
This Swing Line Note is issued pursuant to that certain Loan and Security Agreement dated as of the date hereof by and among Agent, the lenders from time to time party thereto ("Lenders"), Borrowers, and Stanadyne Automotive Holding Corp. (as the same now exists or may hereafter be amended, restated, renewed, replaced, substituted, supplemented, extended, or otherwise modified, the "Loan Agreement") and is entitled to the benefit and security of the Loan Agreement and Other Documents. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The date and amount of each Swingline Loan made by Swing Line Lender to Borrowers, the rate of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Agent on its books; provided that the failure of Agent to make any such recordation shall not affect the obligations of Borrowers to make a
TERM NOTETerm Note • November 14th, 2003 • Stanadyne Automotive Corp • Motor vehicle parts & accessories
This Term Note is the Term Note issued pursuant to that certain Loan and Security Agreement dated the date hereof (including all exhibits and schedules thereto and as from time to time may be amended, restated, renewed, replaced, substituted, supplemented, extended, or otherwise modified, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and all of the Other Documents referred to therein by and among Debtors, Stanadyne Automotive Holding Corp., Agent, and the other financial institutions signatory thereto from time to time as lenders ("Lenders"). Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the loans evidenced hereby are made and are to be repaid.
EXHIBIT 10.16(b) REVOLVING CREDIT NOTERevolving Credit Note • November 14th, 2003 • Stanadyne Automotive Corp • Motor vehicle parts & accessories
This Note evidences the aggregate outstanding principal balance, from time to time, of the Revolving Advances made by Payee to each Debtor pursuant to the Loan Agreement, the aggregate principal amount of which at any one time outstanding Payee intends not to exceed, with respect to each Debtor, the greater of (a) applicable Debtor's Individual Maximum Revolving Advance Amount and (b) the applicable Debtor's Individual Formula Amount. It is contemplated that there may be times when no indebtedness is owing hereunder; but notwithstanding any such occurrence or occurrences, this Note shall remain valid and shall be in full force and effect as to the Revolving Advances made subsequent to each such occurrence.
EXHIBIT 4.4.1 CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 6, 2004Credit and Guaranty Agreement • November 15th, 2004 • Stanadyne Corp • Motor vehicle parts & accessories • New York
ASSET PURCHASE AGREEMENT Dated as of June 30, 2006 By and Among DEFIANCE, INC., PRECISION ENGINE PRODUCTS CORP. and STANADYNE CORPORATIONAsset Purchase Agreement • August 14th, 2006 • Stanadyne Corp • Motor vehicle parts & accessories • New York
This Asset Purchase Agreement (the “Agreement”) is entered into on June 30, 2006, by and among Defiance, Inc., a Delaware corporation (“Buyer”), Precision Engine Products Corp., a Delaware corporation (“Seller”), and Stanadyne Corporation, a Delaware corporation (“Stanadyne”). Buyer, Seller and Stanadyne are collectively referred to herein as the “Parties.”
STOCK PURCHASE AGREEMENT by and among CLARCOR INC., CLEAN SELLER, LLC,Stock Purchase Agreement • April 30th, 2014 • Stanadyne Corp • Motor vehicle parts & accessories • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 28, 2014, by and among CLARCOR Inc., a Delaware corporation (“Buyer”), Clean Seller, LLC, a Delaware limited liability company (including, following the Restructuring, RetainCo, “Seller”), Stanadyne Holdings, Inc., a Delaware corporation (“Holdings”), and Stanadyne Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11 below.
SEVENTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTExim Guarantied Credit Agreement • April 10th, 2014 • Stanadyne Corp • Motor vehicle parts & accessories • New York
THIS SEVENTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT (this “Amendment”), dated as of April 7, 2014, is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, formerly known as Wells Fargo Foothill, LLC, as the administrative agent (in such capacity, “Agent”) for the Lenders (as defined below), the Lenders, STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), and STANADYNE CORPORATION, a Delaware corporation (“Borrower”).
SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • August 4th, 2006 • Stanadyne Corp • Motor vehicle parts & accessories • New York
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of July 31, 2006 and is entered into by and among STANADYNE CORPORATION, a Delaware corporation (the “Borrower”), STANADYNE AUTOMOTIVE HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, as Sole Bookrunner and as Syndication Agent (in such capacity, “Syndication Agent”), ANTARES CAPITAL CORPORATION (“Antares”), as Co-Documentation Agent (in such capacity, “Co-Documentation Agent”), LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agent (in such capacity, “Co-Documentation Agent” and, together with Antares, the “Co-Documentation Agents”), THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent (in such capacity, the “Collateral Agent”), and as Administrative Agent (in such capacity, the “Administrative Agent”) and, for purposes of Sect
1 EXHIBIT 10.12.1 PORTIONS OF THIS AGREEMENT MARKED BY *** HAVE BEEN OMITTED AND ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT MADE PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. AMENDMENT TO THE DS PUMP SUPPLY AGREEMENT...Ds Pump Supply Agreement • May 14th, 1998 • Stanadyne Automotive Corp • Motor vehicle parts & accessories
KSTA HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of August 6, 2004Stockholders Agreement • March 31st, 2008 • Stanadyne Corp • Motor vehicle parts & accessories • Delaware
STOCKHOLDERS AGREEMENT, dated as of August 6, 2004, among (i) KSTA Holdings, Inc., a Delaware corporation (the “Company”), (ii) Kohlberg Investors, IV, L.P., a Delaware limited partnership, Kohlberg TE Investors IV, L.P., a Delaware limited partnership, Kohlberg Offshore Investors IV, L.P., a Delaware limited partnership, Kohlberg Partners IV, L.P., a Delaware limited partnership, and each other Person (as defined below) joined hereto as a Kohlberg Holder pursuant to Section 7.7 hereof (collectively, and with their respective Permitted Transferees (as defined below), the “Kohlberg Holders”), (iii) Co-Investment Partners, L.P., a Delaware limited partnership, Massachusetts Mutual Life Insurance Company, a Massachusetts corporation, Tower Square Capital Partners L.P., a Delaware limited partnership, National City Equity Partners, LLC, an Ohio limited liability company, Hamilton Lane Private Equity Fund V L.P., a Guernsey limited partnership, Antares Capital Corporation, a Delaware corpor
RECITALS:Severance Benefits Agreement • August 14th, 2000 • Stanadyne Automotive Corp • Motor vehicle parts & accessories • Connecticut
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 4th, 2006 • Stanadyne Corp • Motor vehicle parts & accessories • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of July 31, 2006 and is entered into by and among STANADYNE CORPORATION, a Delaware corporation (the “Borrower”), STANADYNE AUTOMOTIVE HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, as Sole Bookrunner, as Syndication Agent (in such capacity, the “Syndication Agent”), as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”) and, for purposes of Section V hereof, the CREDIT SUPPORT PARTIES listed on the signature papers hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of August 6, 2004 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, Holdings, the subsidiaries of Borrower named therein, Lenders
1 CONSENT REGARDING REPURCHASE OF SENIOR SUBORDINATED NOTESConsent Regarding Repurchase of Senior Subordinated Notes • November 12th, 1999 • Stanadyne Automotive Corp • Motor vehicle parts & accessories
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2006 • Stanadyne Corp • Motor vehicle parts & accessories • New York
This First Amendment to Asset Purchase Agreement (this “Amendment”) is entered into on July 31, 2006, by and among Defiance, Inc., a Delaware corporation (“Buyer”), Precision Engine Products Corp., a Delaware corporation (“Seller”), and Stanadyne Corporation, a Delaware corporation (“Stanadyne”).
March 31, 2006Employment Agreement • May 15th, 2006 • Stanadyne Corp • Motor vehicle parts & accessories
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 10th, 2014 • Stanadyne Corp • Motor vehicle parts & accessories • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 7, 2014, is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, formerly known as Wells Fargo Foothill, LLC, as the administrative agent (in such capacity, “Agent”) for the Lenders (as defined below), the Lenders, STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), and STANADYNE CORPORATION, a Delaware corporation (“Borrower”).
September 30, 2013Separation Agreement • November 13th, 2013 • Stanadyne Corp • Motor vehicle parts & accessories
AGREEMENTEmployment Agreement • November 12th, 2008 • Stanadyne Corp • Motor vehicle parts & accessories • Connecticut
AGREEMENT made and entered into, by and between Stanadyne Corp. (the “Company”), and William W. Kelly (the “Executive”), effective as of October 6, 2008 (the “Effective Date”).
