Pei Holdings Inc Sample Contracts

Prestolite Electric Holding Inc – PRESTOLITE ELECTRIC ANNOUNCES DEFINITIVE AGREEMENT TO SELL COMPANY (March 5th, 2004)

Exhibit 2.1 FOR IMMEDIATE RELEASE Financial Information Contacts: Ken Cornelius, Vice President & CFO Dennis Chelminski, Vice President & Controller [PRESTOLITE ELECTRIC LOGO] Phone: (734) 913-6600 PRESTOLITE ELECTRIC ANNOUNCES DEFINITIVE AGREEMENT TO SELL COMPANY ANN ARBOR, MI, MARCH 4, 2004 - Prestolite Electric Holding, Inc. ("Prestolite Electric") today announced that Genstar Capital, ULC ("Genstar Capital") and Prestolite Electric have signed a definitive agreement with an affiliate of First Atlantic Capital, Ltd. ("First Atlantic") to sell Prestolite Electric, a Genstar Capital portfolio company. The purchase price was not disclosed. The transaction, which is subject to customary closing conditions, is expected to clo

Prestolite Electric Holding Inc – AMENDMENT NO. 3 TO CREDIT AGREEMENT (March 28th, 2003)

EXHIBIT 10.1 AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT, dated as of December 26, 2002, by and between PRESTOLITE ELECTRIC INCORPORATED, a Delaware corporation, of Ann Arbor, Michigan (herein called "Company"), and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein called "Bank"). W I T N E S S E T H: WHEREAS, said parties desire to amend that certain Credit Agreement dated as of October 31, 2001, entered into by and between Company and Bank, as amended by Amendment No. 1 thereto dated as of December 31, 2001 and Amendment No. 2 thereto dated as of June 28, 2002 (as so amended, herein called "Agreement"), to modify a definition; NOW, THEREFORE, IT IS AGREED as follows: 1. The definition of "EBITDA" set forth in Section 1 of the Agreement is hereby amended in its entirety as follows:

Prestolite Electric Holding Inc – AGREEMENT (March 28th, 2003)

EXHIBIT 10.2 COMMERCIAL VARIABLE RATE LOAN AGREEMENT We, NATIONAL WESTMINSTER BANK PLC and any person to whom we transfer our rights or duties under this agreement agree to offer you a loan under the terms and conditions set out below and on the attached appendix. The first part of the appendix explains some of the words and phrases used in this agreement. 1 DATE OF OFFER: 29TH AUGUST 2002 2(A) YOUR NAME: PRESTOLITE ELECTRIC LIMITED (REGISTERED NO. 1189048) CLEVELAND ROAD, LEYLAND, PRESTON, LANCASHIRE, PR5 1XB. 2(B) YOUR PARENT: PRESTOLITE ELECTRIC INCORPORATED 3 LENDING BRANCH: CHELTENHAM 4 AMOUNT:(POUND)4,066,000 (FOUR MILLION AND SIXTY SIX THOUSAND POUNDS) 5 PURPOSE OF THE LOAN: CONSOLIDATE EXISTING TERM LOANS AND ONE MILLION POUNDS OF HARDCORE FROM WITHIN THE GROUP OVERDRAFT. 6 PERI

Prestolite Electric Holding Inc – AMENDMENT NO. 2 TO CREDIT AGREEMENT (August 13th, 2002)

EXHIBIT 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT, dated as of June 28, 2002, by and between PRESTOLITE ELECTRIC INCORPORATED, a Delaware corporation, of Ann Arbor, Michigan (herein called "Company"), and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein called "Bank"). W I T N E S S E T H: WHEREAS, said parties desire to amend that certain Credit Agreement dated as of October 31, 2001, entered into by and between Company and Bank, as amended by Amendment No. 1 thereto dated as of December 31, 2001 (as so amended, herein called "Agreement"), to modify a definition; NOW, THEREFORE, IT IS AGREED as follows: 1. The definition of "EBITDA" set forth in Section 1 of the Agreement is hereby amended in its entirety as follows: "EBITDA" shall mean for any period the sum of Co

Prestolite Electric Holding Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (April 1st, 2002)

PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT, dated as of December 31, 2001, by and between PRESOLITE ELECTRIC INCORPORATED, a Delaware corporation, of Ann Arbor, Michigan (herein call "Company"), and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein called "Bank"). W I T N E S S E T H: WHEREAS, said parties desire to amend that certain Credit Agreement dated as of October 31, 2001, entered into by and between Company and Bank (herein called "Agreement"), to modify a definition; NOW, THEREFORE, IT IS AGREED as follows: 1. The definition of "EBITDA" set forth in Section 1 of the Agreement is hereby amended in its entirety as follows: "EBITDA" shall mean for any period the sum of Consolidated Net Income for such peri

Prestolite Electric Holding Inc – CREDIT AGREEMENT (November 14th, 2001)

EXHIBIT 10.1 EXECUTION COPY ================================================================================ CREDIT AGREEMENT BY AND BETWEEN PRESTOLITE ELECTRIC INCORPORATED AND COMERICA BANK DATED AS OF OCTOBER 31, 2001 ================================================================================ CREDIT AGREEMENT THIS CREDIT AGREEMENT, made as of the 31st day of October, 2001, by and between PRESTOLITE ELECTRIC INCORPORATED, a Delaware corporation, of Ann Arbor, Michigan (herein called "Company"), and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein called "Bank");

Prestolite Electric Holding Inc – [COMERICA LOGO] MASTER REVOLVING NOTE (April 10th, 2001)

1 EXHIBIT 10.4 [COMERICA LOGO] MASTER REVOLVING NOTE Variable Rate-Maturity Date-Optional Advances (Business and Commercial Loans Only) AMOUNT NOTE DATE MATURITY DATE TAX IDENTIFICATION NUMBER $3,500,000 December 26, 2000 January 31, 2002 94-3142032 ON THE MATURITY DATE, as stated above, for value received, the undersigned promise(s) to pay to the order of Comerica Bank ("Bank"), at any office of the Bank in the State of Michigan, Three Million Five Hundred Thousand Dollars (U.S.) (or that portion of it advanced by the Bank and not repaid as later provided) with interest until maturity, whether by acceleration or otherwise, or until Default, as later defined, at a per annum rate equal to the Bank's prime rate from time to time in effect per annum, and after that at a rate equal to

Prestolite Electric Holding Inc – AGREEMENT (April 10th, 2001)

1 EXHIBIT 10.5 COMMERCIAL VARIABLE RATE LOAN AGREEMENT We, NATIONAL WESTMINSTER BANK PLC and any person to whom we transfer our rights or duties under this agreement agree to offer you a loan under the terms and conditions set out below and on the attached appendix. The first part of the appendix explains some of the words and phrases used in this agreement. 1 DATE OF OFFER: 27TH DECEMBER 2000 2(A) YOUR NAME: PRESTOLITE ELECTRIC LIMITED (REGISTERED NO. 1189048) CLEVELAND ROAD, LEYLAND, PRESTON, LANCASHIRE, PR5 1XB 2(B) YOUR PARENT: PRESTOLITE ELECTRIC INCORPORATED 3 LENDING BRANCH: CHELTENHAM 4 AMOUNT: (POUND STERLING)1,400,000 (ONE MILLION FOUR HUNDRED THOUSAND POUNDS) 5 PURPOSE OF THE LOAN: TO REPAY ELEMENT OF PARENTAL LOAN/INTEREST LIABILITIES 6 PERIOD OF THE LOAN: 5

Prestolite Electric Holding Inc – MASTER REVOLVING NOTE (November 14th, 2000)

1 EXHIBIT 10.2 MASTER REVOLVING NOTE Variable Rate-Maturity Date-Optional Advances (Business and Commercial Loans Only) AMOUNT NOTE DATE MATURITY DATE TAX IDENTIFICATION NUMBER $5,000,000 September 29, 2000 January 31, 2002 94-3 142032 ON THE MATURITY DATE, AS stated above, for value received, the undersigned promise(s) to pay to the order of Comerica Bank ("Bank"), at any office of the Bank in the State of Michigan, Five Million Dollars (U.S.) (or that portion of it advanced by the Bank and not repaid as later provided) with interest until maturity, whether by acceleration or otherwise, or until Default, as later defined, at a per annum rate equal to the Bank's prime rate f

Prestolite Electric Holding Inc – ASSET PURCHASE AGREEMENT (August 22nd, 2000)

Exhibit 2.1 ASSET PURCHASE AGREEMENT Dated August 4, 2000 between PRESTOLITE ELECTRIC INCORPORATED as Seller and AMETEK, INC. as Purchaser *Certain information has been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934. Page 1 TABLE OF CONTENTS Page ----

Prestolite Electric Holding Inc – TRANSITION AGREEMENT (August 22nd, 2000)

Exhibit 2.2 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT (this "Agreement"), dated as of August 4, 2000, is between and among PRESTOLITE ELECTRIC INCORPORATED, a Delaware corporation (including its UK affiliates, "Prestolite"), and AMETEK, INC., a Delaware corporation (including its UK affiliates, "AMETEK"). RECITALS A. Prestolite and AMETEK have entered into an Asset Purchase Agreement dated as of August 4, 2000 (the "Asset Purchase Agreement"), pursuant to which AMETEK is acquiring substantially all of the assets of Prestolite's Electric Vehicle Systems Division, which is comprised of the Material Handling Motor Business Unit (the "MH Motor Business"), the Wagoner DC Motor Business Unit (the "Wagoner Motor Business"), the Industrial Battery Charger Business Unit (the "Battery Charger Business"), and the Switch Busin

Prestolite Electric Holding Inc – AMENDMENT NO. 3 TO CREDIT AGREEMENT (March 31st, 2000)

Exhibit 10.4 AMENDMENT NO. 3 TO CREDIT AGREEMENT ----------------------------------- THIS AMENDMENT, dated as of February 28, 2000, by and between Prestolite Electric Incorporated, a Delaware corporation, of Ann Arbor, Michigan (herein called "Company"), and Comerica Bank, a Michigan banking corporation, of Detroit, Michigan (herein called "bank"). W I T N E S S E T H: WHEREAS, said parties desire to amend that certain Second Amended and Restated Credit Agreement dated as of December 31, 1998, entered into by and between Company and Bank, as amended by Amendment No. 1 dated as of July 30, 1999 and Amendment No. 2 dated as of October 28, 1999 (herein called "Agreement"), to modify the financial covenants; NOW, THEREFORE, IT IS AGREED that the Agreement is amended as follows: 1. Section 10.11 is amended to read in its entirety as follows:

Prestolite Electric Holding Inc – EXCLUSIVE LISTING AGREEMENT (March 31st, 2000)

Exhibit 10.3 EXCLUSIVE LISTING AGREEMENT THIS AGREEMENT, by and between BINSWANGER, having an address at Two Logan Square, Fourth Floor, Philadelphia, Pennsylvania 19103 ("Agent") and PRESTOLITE ELECTRIC INCORPORATED, having an address at Highway 20 West, Decatur, Alabama 35609-2205 ("Owner"). Intending to be legally bound hereby, Agent and Owner agree as follows: 1. Exclusive Right to Sell. Subject to the terms of Section 4.1 below, ----------------------- Agent is hereby given the sole and exclusive right to list and offer for sale for the Owner's account the land and buildings owned by Owner situated in DECATUR, ALABAMA, located on Highway 20 West, and consisting of approximately 258,000 square feet of space on approximately 69 acres of land, (all or any part of which is hereinafter referred to as the "Property"), provided that Agent agrees by listing and otherwise, to use its b

Prestolite Electric Holding Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (November 15th, 1999)

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT, dated as of July 30, 1999, by and between Prestolite Electric Incorporated, a Delaware corporation, of Ann Arbor, Michigan (herein called "Company"), and Comerica Bank, a Michigan banking corporation, of Detroit, Michigan (herein called "Bank"). W I T N E S S E T H: WHEREAS, said parties desire to amend that certain Second Amended and Restated Credit Agreement dated as of December 31, 1998, entered into by and between Company and Bank (herein called "Agreement"), to extend the maturity date of the line of credit, to revise the borrowing base, to change the Applicable Margins, and to make other revisions; NOW, THEREFORE, IT IS AGREED that the Agreement is amended as follows: 1. The definition of "Applicable Eurodollar Margin" in Section 1 is amended to read in its entire

Prestolite Electric Holding Inc – AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER (November 15th, 1999)

Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER ---------------------------------------------- THIS AMENDMENT, dated as of October 28, 1999, by and between Prestolite Electric Incorporated, a Delaware corporation, of Ann Arbor, Michigan (herein called "Company"), and Comerica Bank, a Michigan banking corporation, of Detroit, Michigan (herein called "Bank"). W I T N E S S E T H: WHEREAS, said parties desire to amend that certain Second Amended and Restated Credit Agreement dated as of December 31, 1998, entered into by and between Company and Bank, as amended by Amendment No. 1 dated as of July 30, 1999 (herein called "Agreement"), to modify the financial covenants; NOW, THEREFORE, IT IS AGREED that the Agreement is amended as follows: (ii) Section 10.13 is hereby amended to read in its entirety as follows:

Prestolite Electric Holding Inc – AGREEMENT (March 29th, 1999)

Exhibit 10.35 NOTE: Portions of this exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission. Such portions have been deleted and are marked with "******" in place of the deleted language. COLLABORATION AND PATENT AND KNOW-HOW LICENSE AGREEMENT Between ECOAIR CORP. ("LICENSOR") and PRESTOLITE ELECTRIC INCORPORATED ("LICENSEE") TABLE OF CONTENTS -----------------

Pei Holdings Inc – TECHNICAL ASSISTANCE AGREEMENT (June 10th, 1998)

EXHIBIT 10.19 TECHNICAL ASSISTANCE AGREEMENT on STARTER MOTORS AND ALTERNATORS between Prestolite Electric, Inc. And Hitachi, Ltd. CONTENTS -------- ARTICLE I DEFINITIONS ARTICLE II TECHNICAL INFORMATION ARTICLE III LICENSES ARTICLE IV COMPENSATION ARTICLE V TRADEMARKS AND TRADE NAMES ARTICLE VI GENERAL LIMITATIONS ARTICLE VII OBSERVANCE OF SECRECY ARTICLE VIII LIFE OF THE AGREEMENT ARTICLE IX APPLICABLE LAW ARTICLE X ARBITRATION ARTICLE XI WAIVER ARTICLE XII SEVERABIL