INDENTUREDelco Remy International Inc • October 10th, 1997 • New York
ARTICLE 1 The Top-up OptionStock Option Agreement • February 9th, 2001 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
LEASE -----Lease • October 22nd, 1997 • Delco Remy International Inc • Motor vehicle parts & accessories
B. Mandatory Exercise Ratio. This Warrant may be exercised at any ------------------------ time and from time to time during the Exercise Period for Preferred Warrant Shares without also being exercised for Common Warrant Shares. This Warrant may only...Delco Remy International Inc • April 2nd, 2001 • Motor vehicle parts & accessories • New York
145,000,000 8-5/8% Senior Notes Due 2007Delco Remy International Inc • March 12th, 1998 • Motor vehicle parts & accessories • New York
Background ----------Agreement and Plan of Merger • April 2nd, 2001 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
R E C I T A L S:Loan and Security Agreement • May 13th, 2003 • Delco Remy International Inc • Motor vehicle parts & accessories
FOR COMMON STOCKRegistration Rights Agreement • October 10th, 1997 • Delco Remy International Inc • Delaware
Exhibit 10.35 ADVISORY AGREEMENT ------------------ This Advisory Agreement (this "Agreement") is made and entered into as of December 10, 2002 by and among Delco Remy International, Inc. ("Delco Remy") and the subsidiaries of Delco Remy set forth on...Advisory Agreement • March 28th, 2003 • Delco Remy International Inc • Motor vehicle parts & accessories • New York
INDENTUREDelco Remy International Inc • March 12th, 1998 • Motor vehicle parts & accessories • New York
EXHIBIT 10.2 4,000,000 Shares DELCO REMY INTERNATIONAL, INC. CLASS A COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENT December 17, 1997Underwriting Agreement • March 12th, 1998 • Delco Remy International Inc • Motor vehicle parts & accessories • New York
Exhibit 10.34 SEPARATION AGREEMENT AND RELEASE -------------------------------- In recognition of the importance and value to Delco Remy International, Inc. (the "Company") of your services, you and the Company agree as follows: If you are employed by...Separation Agreement • March 28th, 2003 • Delco Remy International Inc • Motor vehicle parts & accessories • Indiana
Lenders' obligation to make loans, advances or extensions of credit thereunder, or (ii) as of the seventh Anniversary Date (as defined in the Original Financing Agreement), or any subsequent Anniversary Date, and then only upon actual receipt by an...Subordination Agreement • December 15th, 1997 • Delco Remy International Inc • Motor vehicle parts & accessories • New York
Section 6.1. Entire Agreement. The agreement of the ---------------- Parties, which is comprised of this Amendment, the First Amendment and the Original Agreement, sets forth the entire agreement and understanding between the Parties and supersedes...Registration Rights Agreement • April 1st, 2002 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
AGREEMENT ---------Financing Agreement • November 24th, 1998 • Delco Remy International Inc • Motor vehicle parts & accessories • Indiana
Exhibit (e)(5) Exhibit (e)(5) Form of Letter Agreement by and between the Company and each of J. Timothy Gargaro, Joseph P. Felicelli, Richard L. Stanley, Susan E. Goldy, Roderick English and Patrick Mobouck, each dated as of February 6, 2001. Delco...Delco Remy International Inc • February 9th, 2001 • Motor vehicle parts & accessories • Indiana
DELCO REMY INTERNATIONAL, INC. $125,000,000 Second Priority Senior Secured Floating Rate Notes Due 2009 $150,000,000 9 3/8% Senior Subordinated Notes Due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2004 • Delco Remy International Inc • Motor vehicle parts & accessories • New York
Delco Remy International, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC, Deutsche Bank AG and Wachovia Securities, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $125,000,000 aggregate principal amount of its Second Priority Senior Secured Floating Rate Notes Due 2009 (the “Floating Rate Notes”) and $150,000,000 aggregate principal amount of its 9 3/8% Senior Subordinated Notes Due 2012 (the “Fixed Rate Notes” and together with the Floating Rate Notes, the “Initial Securities”). The Floating Rate Notes will be unconditionally guaranteed on a senior secured basis (the “Floating Rate Guarantees”) by each of the Company’s domestic subsidiaries that are signatories hereto (the “Guarantors” and together with the Issuer, the “Company”). The Fixed Rate Notes will be unconditionally guaranteed on a senior subordinated basis (the “Fixed Ra
WITNESSETHTrademark License Agreement • October 10th, 1997 • Delco Remy International Inc • New York
March 18, 2002Delco Remy International Inc • March 28th, 2003 • Motor vehicle parts & accessories • Indiana
OF DELCO REMY MEXICO, S. de R.L. de C.V. dated as of April 17 , 1997 between REMY MEXICO HOLDINGS, S. de R.L. de C.V. and GCID AUTOPARTES, S.A. de C.V.Partnership Agreement • October 10th, 1997 • Delco Remy International Inc • New York
AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015Agreement and Plan of Merger • July 13th, 2015 • Remy International, Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2015, is by and among BorgWarner Inc., a Delaware corporation (“Parent”), Band Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Remy International, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).
CONSENT, JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 2nd, 2015 • Remy International, Inc. • Motor vehicle parts & accessories • New York
This Consent, Joinder and Second Amendment to Credit Agreement, dated as of December 31, 2014 (this "Amendment"), is among NEW REMY HOLDCO CORP. (after giving effect to the Second Amendment Closing Date Transaction (as defined in the Amended Credit Agreement (as hereinafter defined)), as Parent ("Parent"), REMY HOLDINGS, INC. (f/k/a Remy International, Inc.), a Delaware corporation ("Remy Holdings"), WESTERN REMAN INDUSTRIAL, INC., an Indiana corporation ("Western Reman Inc."), POWER INVESTMENTS, INC., an Indiana corporation ("Power Investments"), REMY ELECTRIC MOTORS, L.L.C., a Virginia limited liability company ("Remy Electric"), REMAN HOLDINGS, L.L.C., a Delaware limited liability company ("Reman Holdings"), REMY INDIA HOLDINGS, INC., a Delaware corporation ("Remy India"), REMY TECHNOLOGIES, L.L.C., a Delaware limited liability company ("Remy Technologies"), REMY KOREA HOLDINGS, L.L.C., a Delaware limited liability company ("Remy Korea"), REMY INC., a Delaware corporation ("Remy Inc
DRA, INC.Delco Remy International Inc • October 10th, 1997
Exhibit 10.10 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT, dated as of July 31, 1994, between DR International, Inc., a Delaware corporation (the "Company") and Thomas J. Snyder ("Employee").Employment Agreement • November 21st, 1997 • Delco Remy International Inc • Motor vehicle parts & accessories • Indiana
Section 8.1. Entire Agreement. The agreement of the Parties, ---------------- which is comprised of this Amendment, the First Amendment and the Original Agreement, sets forth the entire agreement and understanding between the Parties and supersedes...Preferred Stockholders Agreement • April 1st, 2002 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
Background ----------Original Agreement • April 1st, 2002 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
Exhibit 10.8 SECOND AMENDED AND RESTATED SECURITIES PURCHASE AND HOLDERS AGREEMENT SECOND AMENDED AND RESTATED SECURITIES PURCHASE AND HOLDERS AGREEMENT, dated March 1, 1998 (the "Agreement"), by and among DELCO REMY INTERNATIONAL, INC., a Delaware...Securities Purchase and Holders Agreement • November 10th, 1998 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
Exhibit 10.36 SIDE LETTER AGREEMENT --------------------- December 10, 2002 Delco Remy International, Inc. and its subsidiaries signatory to the Advisory Agreement dated December 10, 2002 2902 Enterprise Dr. Anderson, IN 46013 Attention: President Re:...Side Letter Agreement • March 28th, 2003 • Delco Remy International Inc • Motor vehicle parts & accessories
Exhibit 10.3 DISTRIBUTION AND SUPPLY AGREEMENT* DRA, INC. This Agreement is entered into July 31, 1994, by DRA, Inc., a company organized under the laws of the State of Delaware ("DRA"), and General Motors Corporation, a company organized under the...Distribution and Supply Agreement • November 26th, 1997 • Delco Remy International Inc • Motor vehicle parts & accessories • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • Remy International, Inc. • Motor vehicle parts & accessories • Indiana
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of April 1, 2015 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and David G. Krall (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
INTRODUCTIONComponent Supply Agreement • November 26th, 1997 • Delco Remy International Inc • Motor vehicle parts & accessories • New York
AGREEMENT ---------Joint Venture Agreement • October 22nd, 1997 • Delco Remy International Inc • Motor vehicle parts & accessories
Exhibit (a)(8) Exhibit (a)(8) Agreement and Plan of Merger by and among Court Square, the Purchaser and the Company dated as of February 7, 2001 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 9th, 2001 • Delco Remy International Inc • Motor vehicle parts & accessories • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2015 • Remy International, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement, dated as of , is made by Remy International, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDED AND RESTATED TERM B LOAN CREDIT AGREEMENT Dated as of March 5, 2013 amongLoan Credit Agreement • May 1st, 2013 • Remy International, Inc. • Motor vehicle parts & accessories • New York
This AMENDED AND RESTATED TERM B LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of March 5, 2013, among Remy International, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), UBS SECURITIES LLC (“UBS”), WELLS FARGO SECURITIES, LLC and DEUTSCHE BANK SECURITIES INC. (“DB”), as joint lead arrangers (in such capacities, the “Arrangers”), UBS, Wells Fargo Bank, N.A. and DB, as co-syndication agents (in such capacities, the “Syndication Agents”), and MLPFS, as book manager (in such capacities, the “Book Manager”).
