Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • April 19th, 2005 • Stanadyne Holdings, Inc. • New York
Stanadyne Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $100,000,000 principal amount at maturity of its 12.00% Senior Discount Notes due 2015. As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENTBorrower Agreement • December 22nd, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories
THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entity identified as Borrower on the signature page hereof (“Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).
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.
CREDIT AGREEMENT by and among STANADYNE INTERMEDIATE HOLDING CORP. as Parent, STANADYNE CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of...Credit Agreement • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of August 13, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), and STANADYNE CORPORATION, a Delaware corporation (“Borrower”).
SECURITY AGREEMENTSecurity Agreement • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of August 13, 2009, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, the “Agent”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 19th, 2005 • Stanadyne Holdings, Inc. • New York
Stanadyne Holdings, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 12.00% Senior Discount Notes due February 15, 2015 (the “Old Notes”) for its 12.00% Senior Discount Notes due February 15, 2015 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the Exchange Notes are collectively referred to herein as the “Notes.” Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Prospectus.
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of August 13, 2009, is executed and delivered by STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation, and any additional Persons that hereafter become parties hereto by executing a Supplement in the form of Annex 1 hereto (collectively, jointly and severally, “Guarantors”, and each individually, a “Guarantor”), in favor of WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”, and it its individual capacity, “WFF”), in light of the following:
EXIM GUARANTIED CREDIT AGREEMENT by and among STANADYNE INTERMEDIATE HOLDING CORP. as Parent, STANADYNE CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative...Guarantied Credit Agreement • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS EXIM GUARANTIED CREDIT AGREEMENT (this “Agreement”), is entered into as of August 13, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), and STANADYNE CORPORATION, a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTGuarantied Credit Agreement • September 7th, 2010 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS FIRST AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT (this “Amendment”), dated as of August 31, 2010, 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”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 13th day of August, 2009, by the Grantor listed on the signature page hereof (“Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, the “Agent”).
FIFTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTGuarantied 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”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2012 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2012, 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 CREDIT AGREEMENTCredit Agreement • September 28th, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 26, 2011, 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 • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 13th day of August, 2009, by the Grantor listed on the signature page hereof (“Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, “Agent”).
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”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 22nd, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 16, 2011, 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”).
FOURTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTGuarantied Credit Agreement • December 22nd, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS FOURTH AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT (this “Amendment”), dated as of December 16, 2011, 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”).
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 AGREEMENTPatent 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).
THIRD AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTGuarantied Credit Agreement • September 28th, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS THIRD AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT (this “Amendment”), dated as of September 26, 2011, 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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 25, 2011, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • Delaware
AGREEMENT made and entered into by and between Stanadyne Corporation (the “Company”), a Delaware corporation with its principal place of business at 92 Deerfield Road, Windsor, Connecticut and M. David Jones, of 950 North Michigan Avenue, Chicago, Illinois (the “Executive”), effective as of the 10th day of January, 2006.
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...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”).
PATENT SECURITY AGREEMENTPatent Security Agreement • November 16th, 2009 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 13th day of August, 2009, by the Grantor listed on the signature page hereof (“Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, “Agent”).
SECOND AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENTGuarantied Credit Agreement • March 31st, 2011 • Stanadyne Holdings, Inc. • Motor vehicle parts & accessories • New York
THIS SECOND AMENDMENT TO EXIM GUARANTIED CREDIT AGREEMENT (this “Amendment”), dated as of March 25, 2011, 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”).
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”).
