INTERCREDITOR AGREEMENTIntercreditor Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This INTERCREDITOR AGREEMENT, dated as of February 13, 2013 (as amended, amended and restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Wells Fargo Capital Finance, LLC, in its capacity as administrative agent for the First Lien Claimholders (including its successors and assigns from time to time, the “First Lien Collateral Agent”), and Jefferies Finance LLC, in its capacity as collateral agent (including its successors and assigns from time to time, the “Second Lien Collateral Agent”) for the Second Lien Claimholders. As described in more detail in Section 8.10 hereof, this Agreement is intended to be binding on all Claimholders, including the First Lien Collateral Agent and the Second Lien Collateral Agent. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
FIFTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTExim Guarantied Credit Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS FIFTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT (this “Amendment”), dated as of February 13, 2013, 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”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 13th day of February, 2013, among the Pledgor listed on the signature pages hereof (the “Pledgor”), and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement (in such capacity, together with its successors and assigns, the “Collateral Agent”).
PATENT SECURITY AGREEMENTPatent Security Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 13 day of February, 2013, among the Pledgor listed on the signature pages hereof (the “Pledgor”), and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement (in such capacity, together with its successors and assigns, the “Collateral Agent”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This SECOND LIEN SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 13, 2013 made by Stanadyne Corporation, a Delaware corporation (the “Borrower”), Stanadyne Intermediate Holding Corp., a Delaware corporation (“Holdings”), and those additional entities from time to time party hereto by execution of the form of Supplement attached hereto as Annex I (collectively, jointly and severally, the “Guarantors” and each, individually, a “Guarantor”, and the Borrower and Holdings, collectively with the Guarantors, the “Pledgors”, and each, individually, a “Pledgor”), and Jefferies Finance LLC, in its capacity as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
SECOND LIEN TERM LOAN AGREEMENT Dated as of February 13, 2013 by and among STANADYNE CORPORATION, as the Borrower THE PERSONS PARTY HERETO THAT ARE DESIGNATED AS GUARANTORS, JEFFERIES FINANCE LLC, As Administrative Agent and Collateral Agent and the...Second Lien Term Loan Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This SECOND-LIEN TERM LOAN AGREEMENT (including all annexes, exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of February 13, 2013, by and among STANADYNE CORPORATION, a Delaware corporation, as the Borrower (the “Borrower”), each Person party hereto that is designated as a “Guarantor”, Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and the lenders party hereto from time to time (collectively, the “Lenders”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 13th day of February, 2013, among the Pledgor listed on the signature pages hereof (the “Pledgor”), and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement (in such capacity, together with its successors and assigns, the “Collateral Agent”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 19th, 2013 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 13, 2013, 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”).
