Exhibit 99.1
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
AND FOREIGN LOAN AGREEMENTS
This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND FOREIGN LOAN
AGREEMENTS (this "Amendment") dated as of May 13, 2003 is by and among
(i) Delco Remy International Inc., a Delaware corporation ("Parent"), the
following Subsidiaries of Parent: Delco Remy America, Inc., a Delaware
corporation, DR Sales, Inc., a Delaware corporation, Franklin Power Products,
Inc., an Indiana corporation, HSG I, Inc, a Delaware corporation, HSG II, Inc, a
Delaware corporation, International Fuel Systems, Inc., an Indiana corporation,
JAX Reman, L.L.C., a Delaware limited liability company, M. & M. Knopf Auto
Parts, L.L.C., a Delaware limited liability company, Magnum Power Products,
L.L.C., a Delaware limited liability company, Nabco, Inc., a Michigan
corporation, Powrbilt Products, Inc., a Texas corporation, Remy Logistics,
L.L.C., a Delaware limited liability company, Remy Powertrain, L.P., a Delaware
limited partnership, Remy Reman, L.L.C., a Delaware limited liability company,
Williams Technologies, Inc., a South Carolina corporation, World Wide
Automotive, Inc., a Virginia corporation (each individually, together with the
Parent, a "U.S. Borrower" and collectively, the "U.S. Borrowers"), Congress
Financial Corporation (Central), an Illinois corporation, as agent for U.S.
Lenders referenced below (in such capacity and as US Collateral Agent, as
defined in the Agency Agreement referenced below, the "U.S. Collateral Agent"),
the financial institutions which are party to that certain Loan and Security
Agreement dated as of June 28, 2002 (as amended, the "U.S. Loan Agreement") with
U.S. Borrowers and U.S. Collateral Agent and which constitute Required Lenders
(as defined therein) (each individually, a "U.S. Lender" and collectively, the
"U.S. Lenders");
(ii) Central Precision Limited, an Alberta corporation ("Canadian
Borrower"), Congress Financial Corporation (Canada), an Ontario corporation, as
agent for Canadian Lenders referenced below (in such capacity and as Canadian
Collateral Agent, as defined in the Agency Agreement referenced below, the
"Canadian Collateral Agent"), the financial institutions which are party to the
Loan Agreement dated as of June 28, 2002 (as amended, the "Canadian Loan
Agreement") with Canadian Borrower and Canadian Collateral Agent and which
constitute Required Canadian Lenders (as defined therein) (each individually, a
"Canadian Lender" and collectively, the "Canadian Lenders");
(iii) Delco Remy UK Limited, a company registered in England and Wales
("European Borrower"), and Burdale Financial Limited, a company registered in
England and Wales, which as a lender under the Credit Agreement dated as of June
28, 2002 (as amended, the "European Loan Agreement") with European Borrower and
Delco Remy International, Inc. shall herein be referred to as the "European
Lender" and which as the European Collateral Agent (as defined in the Agency
Agreement) shall herein be referred to as the "European Collateral Agent".
Capitalized terms used and not defined herein shall have the meanings
assigned to them in the U.S. Loan Agreement. U.S. Lenders, Canadian Lenders and
European Lender are herein referred to individually as a "Lender" and
collectively as the "Lenders". U.S. Borrowers, European Borrower and Canadian
Borrower are herein referred to individually as a "Borrower"
and collectively as the "Borrowers". The U.S. Loan Agreement, the European Loan
Agreement and the Canadian Loan Agreement are herein referred to individually as
a "Loan Agreement" and collectively as the "Loan Agreements".
R E C I T A L S:
WHEREAS, U.S. Collateral Agent, Canadian Collateral Agent, and European
Collateral Agent (each individually a "Collateral Agent" and collectively,
"Collateral Agents") are party to the Agency Agreement ("Agency Agreement") with
Lenders party thereto dated as of June 28, 2002;
WHEREAS, Borrowers have requested that Collateral Agents and Lenders
agree to certain amendments to the Loan Agreements for the purpose of (i)
modifying certain financial covenants, (ii) permitting the financing of certain
fixed assets located in Mexico and (iii) making certain other modifications as
set forth herein; and
WHEREAS, Collateral Agents and Lenders have agreed to such amendments
upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1 Amendments to Loan Agreements. Immediately upon the
satisfaction of each of the conditions precedent set forth in Section 2 below:
(a) The definition of "EBITDA" set forth in Section 1 of the U.S. Loan
Agreement is hereby amended and restated to read as follows:
"EBITDA" shall mean, in any period, the consolidated net income of the
Parent and its Subsidiaries for such period,
plus (a), to the extent deducted in the determination of such consolidated
net income for such period:
(i) Interest Expense;
(ii) Provision for Taxes;
(iii) depreciation;
(iv) amortization to the extent not included in Interest Expense;
(v) any net loss from an unconsolidated subsidiary or joint venture;
(vi) any net loss attributable to minority interests;
(vii) extraordinary or non-recurring non-cash items of expense or loss;
(viii) any lump-sum write-offs, whether in whole or in part, of deferred
financing charges;
(ix) any lump sum write-offs, whether in whole or in part, of goodwill
due to a determination under GAAP that its value has been
impaired;
(x) any net loss on the sale of a business;
(xi) any net loss on the sale of fixed assets;
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(xii) the one-time restructuring charge totaling $57,496,000 taken in
calendar year 2002 related to the gas engine divisions of
Borrowers; and
(xiii) the one-time restructuring charge totaling $56,378,000 (cash)
offset by $11,646,000 (non-cash) taken in calendar year 2003
related to the Global Capacity Initiative.
minus, (b) to the extent included in the determination of such consolidated net
income for such period:
(i) any net income from an unconsolidated subsidiary or joint
venture;
(ii) any net income attributable to minority interests;
(iii) any net income on the sale of a business;
(iv) any net income from the sale of fixed assets;
(v) extraordinary or non-recurring income or gains, and
(vi) any net income from operations of a Foreign Subsidiary to the
extent such Foreign Subsidiary is subject to any prohibition on,
or any condition, limitation, or other restriction having the
effect of prohibiting, repatriating or otherwise transferring
income (or repaying intercompany loans or advances), directly or
indirectly, to Parent or a Borrower (other than voluntary
restrictions imposed by Parent for tax planning purposes);
all of the above calculated in accordance with GAAP to the extent
applicable."
(b) The definition of "Fixed Charges" set forth in Section 1 of the U.S.
Loan Agreement is hereby amended and restated to read as follows:
"Fixed Charges" shall mean, with respect to Parent and its Subsidiaries
on a consolidated basis for any fiscal period, (a) the aggregate of all
Interest Expense payable in cash for such period, plus (b) principal
payments, Capital Lease payments, deferred obligations to reimburse a letter
of credit issuing bank after a draw on such letter of credit and redemption
obligations of Indebtedness which, in each case, were originally scheduled
to be paid in cash during such period, plus (c) the cash portion of any
capital expenditures determined in accordance with GAAP to the extent
applicable, made during such period (to the extent not already included in
clause (b) above), plus (d) to the extent not deducted from consolidated net
income, the cash portion of any and all payments in respect of tax sharing
agreements, management agreements and consulting agreements made during such
period, plus (e) the cash portion of dividends paid by Parent during such
period, plus (f) payments made to any minority shareholders of any
Subsidiary of Parent (less, in the case of any payments made to the minority
shareholders of Delco Remy Mexico, S. de R.L. de C.V., the portion of
proceeds received in calendar year 2003 from the sale and lease back
transaction described in Section 9.7(b)(ix) which have been used to make
such payments to the minority shareholders of Delco Remy Mexico, S. de R.L.
de C.V. limited to the aggregate amount of $8,000,000), plus (g) cash
payments made in connection with the Global Capacity Initiative (less net
proceeds received in calendar year 2003 for the sale of Tractech, Inc.
limited to the aggregate amount of $13,770,000). Cash
3
capital expenditures are those capital expenditures that are not financed
with new Indebtedness (including Indebtedness incurred under this
Agreement or the Foreign Loan Agreements) or through Capital Leases.
(c) Section 1 of the U.S. Loan Agreement is hereby amended by adding the
defined term "Global Capacity Initiative" in its proper alphabetical place to
read as follows:
"Global Capacity Initiative" shall mean the relocation in calendar year
2003 of the manufacturing operations of Delco Remy America, Inc. to Korea,
Hungary and Mexico.
(d) Section 8.12 of the U.S. Loan Agreement is hereby amended by adding a
new clause (e) to the end thereof which shall read as follows:
"(e) The representations and warranties set forth in clauses (a), (b) and
(c) in this Section 8.12 shall be subject to any transactions permitted
under Section 9.7(b)(iv) hereunder."
(e) Section 9.7(b) of the U.S. Loan Agreement is hereby amended by
amending and restating the introductory paragraph of Section 9.7(b) to read as
follows:
"(b) issue, sell, assign, lease, transfer, abandon or otherwise dispose
of any Capital Stock or Indebtedness to any other Person or any of its
assets to any other Person, except as permitted by each of clauses (i)
through (vii) and (ix) below which shall in each case be subject to the
terms and conditions of clause (viii) below:"
(f) Section 9.7(b)(viii) of the U.S. Loan Agreement is hereby amended and
restated to read as follows:
"(viii) notwithstanding anything in this Agreement to the contrary, to
the extent that the Parent or any "Restricted Subsidiary" (as defined in the
Indentures) intends on receiving "Net Available Cash" (as defined in the
Indentures) from any "Asset Disposition" (as defined in the Indentures)
permitted under the terms of this Agreement, then (A) the Parent shall
provide Agent with ten (10) Business Days' prior written notice of such
Asset Disposition setting forth a description of the assets being sold, the
parties involved, the date of such Asset Disposition and the Net Available
Cash to be received in connection with such Asset Disposition, (B) Parent
shall, and shall cause each of its applicable Subsidiaries to, place all
such Net Available Cash upon receipt thereof in a depository account at the
Reference Bank and undertake to promptly grant to the Agent a first priority
perfected security interest in the Net Available Cash held in such account
pursuant to a blocked account agreement in form and substance satisfactory
to Agent (the "Blocked Account"), (C) such amounts in the Blocked Account
shall be released from time to time upon (1) receipt by Agent, prior to 360
days after receipt of the Net Available Cash, of a certificate or
certificates from Parent stating that Parent or the applicable Restricted
Subsidiary is investing (or entering into a binding commitment to invest;
provided that such commitment shall be
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subject only to customary conditions (other than financing) and such
investment shall be consummated within 360 days after the end of such 360
period) all or a portion of such Net Available Cash in Additional Assets (as
defined in the Indentures) and setting forth the details of such investment
and the date therefore (on the date of such investment, the applicable
amount of Net Available Cash requested to be invested in such certificate
will be released from the Blocked Account solely to make such investment) or
(2) receipt by the Agent of a certificate from Parent stating that Parent or
the applicable Restricted Subsidiary is repaying the Advances or Foreign
Advances, as applicable, with Net Available Cash (and setting forth the date
of such repayment at which time such Net Available Cash held in the Blocked
Account will be applied to the Advances or Foreign Advances, as applicable),
(D) to the extent Net Available Cash is invested in Additional Assets owned
(or to be owned) by a Borrower, Foreign Borrower, Obligor or Foreign
Obligor, in each case whose assets are already subject to a lien in favor of
a Collateral Agent, then at the request of Agent, Parent shall, and shall
cause each of its applicable Subsidiaries to, grant the applicable
Collateral Agent a first priority perfected lien on such Additional Assets,
(E) to the extent the Net Available Cash is applied as a payment against the
Advances or Foreign Advances pursuant to clause (C)(2) above, the Maximum
Credit shall be automatically and permanently reduced at the time of such
payment by the amount of such Net Available Cash in accordance with Section
2.4 hereof and (F) to the extent the Maximum Credit is permanently reduced,
the Loan Parties shall pay to the Agent, for the ratable benefit of the
Lenders based on their Commitment Percentages, an early termination fee in
the amount equal to (1) 1.0% of such Net Available Cash if received on or
prior to the first anniversary of the date hereof or (2) 0.5% of such Net
Available Cash if received after the first anniversary of the date hereof
but on or prior to the second anniversary of the date hereof; and"
(g) Section 9.7(b) of the U.S. Loan Agreement is hereby amended by adding
a new clause (ix) thereto which shall read as follows:
"(ix) the sale by Delco Remy Mexico, S. de R.L. de C.V., Delco Remy
Remanufacturing de Mexico, S.R.L. de C.V. and Remy Componentes, S. de R.L.
de C.V. of their fixed assets to another Person for the purpose of leasing
such property from such Person; provided that Agent has reviewed all
documents relating to such sale and lease back transaction and finds the
term and conditions thereof acceptable in its reasonable discretion,"
(h) Section 9.17 of the U.S. Loan Agreement is hereby amended by deleting
the EBITDA Levels for the months of March 31, 2003 through and including
December 31, 2005 and replacing them with new EBITDA Levels for such months as
follows:
Month Ended EBITDA
----------- ------
March 31, 2003 82,000,000
April 30, 2003 82,000,000
May 31, 2003 82,000,000
June 30, 2003 82,000,000
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July 31, 2003 85,000,000
August 31, 2003 85,000,000
September 30, 2003 85,000,000
October 31, 2003 93,000,000
November 30, 2003 93,000,000
December 31, 2003 93,000,000
January 31, 2004 97,000,000
February 28, 2004 97,000,000
March 31, 2004 97,000,000
April 30, 2004 101,000,000
May 31, 2004 101,000,000
June 30, 2004 101,000,000
July 31, 2004 105,000,000
August 31, 2004 105,000,000
September 30, 2004 105,000,000
October 31, 2004 108,000,000
November 30, 2004 108,000,000
December 31, 2004 108,000,000
January 31, 2005 109,000,000
February 28, 2005 109,000,000
March 31, 2005 109,000,000
April 30, 2005 110,000,000
May 31, 2005 110,000,000
June 30, 2005 110,000,000
July 31, 2005 111,000,000
August 31, 2005 111,000,000
September 30, 2005 111,000,000
October 31, 2005 111,000,000
November 30, 2005 111,000,000
December 31, 2005 111,000,000
(i) Section 9.18 of the U.S. Loan Agreement is hereby amended by
amending and restating such section to read as follows:
"9.18 Fixed Charge Coverage Ratio. At any time when Average Excess
Availability is less than $40,000,000, Loan Parties shall, at the end of
each month (including as of the end of the month immediately prior to the
occurrence of such shortfall in Average Excess Availability), have a Fixed
Charge Coverage Ratio for the twelve month period then ended of not less
than: (a) for the months ending March 31, April 30 and May 31 of 2003, 0.95
to 1.0; (b) for the months ending June 30, July 31, August 31, September
30, October 31 and November 30 of 2003 0.80 to 1.0; and (c) for each month
ending after November 30, 2003, 1.0 to 1.0."
(j) Each reference in the Canadian Loan Agreement to the term "US
Loan Agreement" shall mean a reference to the U.S. Loan Agreement, as amended
through the date hereof including, without limitation, by this Amendment.
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(k) Each reference in the European Loan Agreement to the term "US
Loan and Security Agreement" shall mean a reference the U.S. Loan Agreement, as
amended through the date hereof including, without limitation, by this
Amendment.
Section 2 Conditions to Effectiveness. The effectiveness of amendments
set forth in Section 1 above is subject to the satisfaction of the following
conditions:
(a) U.S. Collateral Agent shall have received a duly executed
counterpart of this Amendment from the Collateral Agents, the Borrowers and the
Lenders;
(b) U.S. Collateral Agent shall have received a reaffirmation of
guaranty from each guarantor of the Obligations and Foreign Obligations, as
applicable, in form and substance satisfactory to the U.S. Collateral Agent; and
(c) U.S. Collateral Agent shall have received, for the benefit of
the U.S. Lenders, an amendment fee in the amount of $150,000 which fee shall be
deemed fully earned and payable on the date hereof. U.S. Borrowers authorize
U.S. Collateral Agent to charge such fee to the Revolving Loans of U.S.
Borrowers.
Section 3 Representations, Warranties and Covenants. In order to induce
Collateral Agents and Lenders to enter into this Amendment, Borrowers represent,
warrant and covenant to Collateral Agents and Lenders, upon the effectiveness of
this Amendment, which representations, warranties and covenants shall survive
the execution and delivery of this Amendment that:
(a) No Default; etc. No Default or Event of Default has occurred
and is continuing after giving effect to this Amendment or would result from the
execution or delivery of this Amendment or the consummation of the transactions
contemplated hereby.
(b) Corporate Power and Authority; Authorization. Each Borrower
has the corporate power and authority to execute and deliver this Amendment and
to carry out the terms and provisions of the Financing Agreements and the
Foreign Financing Agreements, each as amended by this Amendment, to which it is
a party and the execution and delivery by such Borrower of this Amendment, and
the performance by such Borrower of its obligations hereunder have been duly
authorized by all requisite corporate action by such Borrower.
(c) Execution and Delivery. Each Borrower has duly executed and
delivered this Amendment.
(d) Enforceability. This Amendment, the Financing Agreements and
the Foreign Financing Agreements, each as amended by this Amendment, constitute
the legal, valid and binding obligations of each Borrower, enforceable against
each Borrower in accordance with their respective terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' right generally, and by general
principles of equity.
(e) Representations and Warranties. All of the representations and
warranties contained in the Financing Agreements and in the Foreign Financing
Agreements (other than
7
those which speak expressly only as of a different date) are true and correct as
of the date hereof after giving effect to this Amendment and the transactions
contemplated hereby.
Section 4 Miscellaneous.
(a) Effect; Ratification. Borrowers acknowledge that all of the
reasonable legal expenses incurred by Collateral Agents in connection herewith
shall be reimbursable under Section 9.21 of the U.S. Loan Agreement and as that
Section is incorporated in the Canadian Loan Agreement and the European Loan
Agreement pursuant to Sections 8.1 and 9.1 respectively thereof. The amendments
set forth herein are effective solely for the purposes set forth herein and
shall be limited precisely as written, and shall not be deemed to (i) be a
consent to any amendment, waiver or modification of any other term or condition
of any Financing Agreement or Foreign Financing Agreement or (ii) prejudice any
right or rights that any Lender may now have or may have in the future under or
in connection with any Financing Agreement or Foreign Financing Agreement. Each
reference in the Financing Agreements and the Foreign Financing Agreements to
"this Agreement", "herein", "hereof" and words of like import shall mean such
Financing Agreement and Foreign Financing Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Financing
Agreements and the Foreign Financing Agreements and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Financing
Agreements and the Foreign Financing Agreements, except as herein amended or
waived are hereby ratified and confirmed and shall remain in full force and
effect.
(b) Counterparts; etc. This Amendment may be executed in any
number of counterparts, each such counterpart constituting an original but all
together one and the same instrument. Delivery of an executed counterpart of
this Amendment by fax shall have the same force and effect as the delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by fax shall also deliver an original
executed counterpart, but the failure to do so shall not affect the validity,
enforceability or binding effect of this Amendment.
(c) Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with the governing law of the U.S. Loan
Agreement, Canadian Loan Agreement or European Loan Agreement, as applicable.
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IN WITNESS WHEREOF, Collateral Agents, Lenders, and Borrowers
have caused these presents to be duly executed as of the day and year first
above written.
U.S. BORROWERS
--------------
DELCO REMY INTERNATIONAL, INC.
DELCO REMY AMERICA, INC.
DR SALES, INC.
FRANKLIN POWER PRODUCTS, INC.
HSG I, INC.
HSG II, INC.
INTERNATIONAL FUEL SYSTEMS, INC.
JAX REMAN, L.L.C.
M. & M. KNOPF AUTO PARTS, L.L.C.
MAGNUM POWER PRODUCTS, L.L.C.
NABCO, INC.
POWRBILT PRODUCTS, INC.
REMY LOGISTICS, L.L.C.
REMY REMAN, L.L.C.
WILLIAMS TECHNOLOGIES, INC.
WORLD WIDE AUTOMOTIVE, INC.
By: /s/ David E. Stoll
-------------------------------
David E. Stoll
Title: Vice President
REMY POWERTRAIN, L.P., a Delaware
limited partnership
By: HSG I, Inc., a Delaware corporation
By: /s/ David E. Stoll
-----------------------------_
David E. Stoll
Title: Vice President
[Signature Page to Amendement No. 3]
U.S. COLLATERAL AGENT
---------------------
CONGRESS FINANCIAL CORPORATION
(Central), as Administrative Agent and
US Collateral Agent
By: /s/ Anthony Vizgirda
-----------------------------------
Title: First Vice President
--------------------------------
U.S. LENDERS U.S. LENDERS
- ------------ ------------
THE CIT GROUP/BUSINESS CREDIT, INC. WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Barbara F. Perich By: /s/ Mark Fagnani
---------------------------------- -----------------------------------
Title: Vice President Title: Executive Vice President
------------------------------- --------------------------------
FLEET CAPITAL CORPORATION GMAC BUSINESS CREDIT, LLC
By: /s/ David Lehner By: /s/ Daniel Manella
---------------------------------- -----------------------------------
Title: Vice President Title: Senior Vice President
------------------------------- --------------------------------
COMERICA BANK UPS CAPITAL CORPORATION
By: /s/ Stephanie A. Guisinger By: /s/ Charlie Johnson
---------------------------------- -----------------------------------
Title: Vice President Title: Senior Vice President
------------------------------- --------------------------------
NATIONAL CITY BANK PNC BANK, NATIONAL ASSOCIATION
By: /s/ K. Alexander Curry By: /s/ Stephen W. Boyd
---------------------------------- -----------------------------------
Title: Senior Vice President Title: Vice President
------------------------------- --------------------------------
RZB Finance LLC ORIX Financial Services, Inc.
By: /s/ John A. Vallska, By: /s/ Thomas Buda
---------------------------------- -----------------------------------
Title: Group Vice President Title: Vice President
------------------------------- --------------------------------
By: /s/ Christoph Hoedl
----------------------------------
Title: Vice President
-------------------------------
[Signature Page to Amendment No. 3]
EUROPEAN LENDER AND EUROPEAN CANADIAN LENDER
COLLATERAL AGENT AND CANADIAN COLLATERAL AGENT
BURDALE FINANCIAL LIMITED CONGRESS FINANCIAL CORPORATION
(Canada)
By: /s/ B. Gatlin By: /s/ Anthony Vizgirda
---------------------------------- -----------------------------------
Title: Managing Director Title: First Vice President
------------------------------- --------------------------------
EUROPEAN BORROWER CANADIAN BORROWER
DELCO REMY UK LIMITED CENTRAL PRECISION LTD.
By: /s/ David E. Stoll By: /s/ David E. Stoll
---------------------------------- -----------------------------------
Title: Secretary Title: Secretary and Treasurer
------------------------------- --------------------------------
[Signature Page to Amendment No. 3]
REAFFIRMATION OF GUARANTY
{U.S. Subsidiaries of Delco Remy International, Inc.}
May 13, 2003
Congress Financial Corporation (Central),
as Agent
150 S. Wacker Drive
Chicago, Illinois 60606
Re: Guaranty
Please refer to (1) the Loan and Security Agreement dated as of June
28, 2002 (as amended, supplemented, restated or otherwise modified from time to
time, the "U.S. Loan Agreement"), by and among Delco Remy International Inc., a
Delaware corporation, Delco Remy America, Inc., a Delaware corporation, DR
Sales, Inc., a Delaware corporation, Franklin Power Products, Inc., an Indiana
corporation, HSG I, Inc, a Delaware corporation, HSG II, Inc, a Delaware
corporation, International Fuel Systems, Inc., an Indiana corporation, JAX
Reman, L.L.C., a Delaware limited liability company, M. & M. Knopf Auto Parts,
L.L.C., a Delaware limited liability company, Magnum Power Products, L.L.C., a
Delaware limited liability company, Nabco, Inc., a Michigan corporation,
Powrbilt Products, Inc., a Texas corporation, Remy Logistics, L.L.C., a Delaware
limited liability company, Remy Powertrain, L.P., a Delaware limited
partnership, Remy Reman, L.L.C., a Delaware limited liability company, Williams
Technologies, Inc., a South Carolina corporation, World Wide Automotive, Inc., a
Virginia corporation (each individually a "U.S. Borrower" and collectively,
"U.S. Borrowers"), Congress Financial Corporation (Central), an Illinois
corporation, as agent for U.S. Lenders referenced below (in such capacity and as
US Collateral Agent, "U.S. Collateral Agent"), the financial institutions (each
individually, a "U.S. Lender" and collectively, "U.S. Lenders") which are party
thereto (capitalized terms used and not defined herein shall have the meanings
assigned to them in the U.S. Loan Agreement) and (2) the Guaranty dated June 28,
2002 ("Guaranty") by each of the undersigned, as guarantors (collectively
"Guarantors"), in favor of U.S. Collateral Agent. Pursuant to an Amendment No. 3
to Loan and Security Agreement and Foreign Loan Agreements dated as of the date
hereof (the "Amendment") among Collateral Agents party thereto, Lenders party
thereto and Borrowers party thereto, the U.S. Loan Agreement and the Foreign
Loan Agreements have been amended in accordance with the terms and conditions of
the Amendment.
Each Guarantor hereby (i) acknowledges and reaffirms all of its
obligations and undertakings under the Guaranty, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of the Amendment, the Guaranty is and shall remain in full force and
effect in accordance with the terms thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, each Guarantor has executed and delivered this
Reaffirmation of Guaranty as of the day and year first above written.
NABCO, Inc., a Michigan BALLANTRAE CORPORATION, a Delaware
corporation corporation
POWRBILT PRODUCTS, INC., a Texas POWER INVESTMENTS, INC., an
corporation Indiana corporation
REMY LOGISTICS, L.L.C., a Delaware REMAN HOLDINGS, L.L.C., a Delaware
limited liability company limited liability company
REMY REMAN, L.L.C., a Delaware limited REMY INTERNATIONAL, INC., a
liability company Delaware corporation
REMY KOREA HOLDINGS, L.L.C., a
Delaware limited liability company
WILLIAMS TECHNOLOGIES, Inc., a South DELCO REMY AMERICA, INC., a
Carolina corporation Delaware corporation
WORLD WIDE AUTOMOTIVE, INC., a Virginia DR SALES, INC., a Delaware
corporation corporation
INTERNATIONAL FUEL SYSTEMS, INC., an FRANKLIN POWER PRODUCTS, INC., an
Indiana corporation Indiana corporation
JAX REMAN, L.L.C., a Delaware limited HSG I, Inc, a Delaware corporation
liability company
JAX REMAN, L.L.C., a Delaware limited HSG II, Inc, a Delaware
liability company corporation
MAGNUM POWER PRODUCTS, L.L.C., a
Delaware limited liability company
M. & M. KNOPF AUTO PARTS, L.L.C.,
a Delaware limited liability
company
By: /s/ David E. Stoll
-------------------------------
David E. Stoll
Title: Vice President
REMY POWERTRAIN, L.P., a Delaware
limited partnership
By: HSG I, Inc, a Delaware
corporation
By: /s/ David E. Stoll
--------------------------
David E. Stoll
Title: Vice President
[Signature Page to the Reaffirmation of Guaranty]
REAFFIRMATION OF GUARANTY
{Delco Remy International, Inc.}
May 13, 2003
Congress Financial Corporation (Central),
as Agent
150 S. Wacker Drive
Chicago, Illinois 60606
Re: Guaranty
Please refer to (1) the Loan and Security Agreement dated as of June
28, 2002 (as amended, supplemented, restated or otherwise modified from time to
time, the "U.S. Loan Agreement"), by and among Delco Remy International Inc., a
Delaware corporation, Delco Remy America, Inc., a Delaware corporation, DR
Sales, Inc., a Delaware corporation, Franklin Power Products, Inc., an Indiana
corporation, HSG I, Inc, a Delaware corporation, HSG II, Inc, a Delaware
corporation, International Fuel Systems, Inc., an Indiana corporation, JAX
Reman, L.L.C., a Delaware limited liability company, M. & M. Knopf Auto Parts,
L.L.C., a Delaware limited liability company, Magnum Power Products, L.L.C., a
Delaware limited liability company, Nabco, Inc., a Michigan corporation,
Powrbilt Products, Inc., a Texas corporation, Remy Logistics, L.L.C., a Delaware
limited liability company, Remy Powertrain, L.P., a Delaware limited
partnership, Remy Reman, L.L.C., a Delaware limited liability company, Williams
Technologies, Inc., a South Carolina corporation, World Wide Automotive, Inc., a
Virginia corporation (each individually a "U.S. Borrower" and collectively,
"U.S. Borrowers"), Congress Financial Corporation (Central), an Illinois
corporation, as agent for U.S. Lenders referenced below (in such capacity and as
US Collateral Agent, "U.S. Collateral Agent"), the financial institutions (each
individually, a "U.S. Lender" and collectively, "U.S. Lenders") which are party
thereto (capitalized terms used and not defined herein shall have the meanings
assigned to them in the U.S. Loan Agreement) and (2) the Guaranty dated June 28,
2002 ("Guaranty") by the undersigned, as guarantor ("Guarantor"), in favor of
U.S. Collateral Agent. Pursuant to an Amendment No. 3 to Loan and Security
Agreement and Foreign Loan Agreements dated as of the date hereof (the
"Amendment") among Collateral Agents party thereto, Lenders party thereto and
Borrowers party thereto, the U.S. Loan Agreement and the Foreign Loan Agreements
have been amended in accordance with the terms and conditions of the Amendment.
Guarantor hereby (i) acknowledges and reaffirms all of its obligations
and undertakings under the Guaranty, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guaranty is and shall remain in full force and effect in
accordance with the terms thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, Guarantor has executed and delivered this
Reaffirmation of Guaranty as of the day and year first above written.
DELCO REMY INTERNATIONAL, INC., a
Delaware corporation
By: /s/ David E. Stoll
------------------------------
David E. Stoll
Title: Vice President
[Signature Page to the Reaffirmation of Guaranty]
REAFFIRMATION OF GUARANTEE
{European Subsidiaries of Delco Remy International, Inc.}
May 13, 2003
Burdale Financial Limited
53 Queen Anne Street
LONDON W1G 9HP
Re: Guaranty
Please refer to (1) the Credit Agreement dated as of June 28, 2002, (as
amended, supplemented, restated or otherwise modified from time to time, the
"European Loan Agreement"), among Delco Remy UK Limited, a company registered in
England and Wales ("European Borrower"), Delco Remy International, Inc., a
Delaware corporation ("Parent"; and together with European Borrower, the "Loan
Parties") and Burdale Financial Limited, a company registered in England and
Wales, ("European Lender") (capitalized terms used and not defined herein shall
have the meanings assigned to them in the European Loan Agreement) and (2) the
Guarantee dated as of June 28, 2002 (the "Guarantee") by each of the
undersigned, as guarantors (collectively, the "Guarantors") in favor of the
European Lender. Pursuant to an Amendment No. 3 to Loan and Security Agreement
and Foreign Loan Agreements dated as of the date hereof (the "Amendment") among
Collateral Agents, Lenders party thereto and Borrowers party thereto, the
European Loan Agreement and the Foreign Loan Agreements have been amended in
accordance with the terms and conditions of the Amendment.
Each of the Guarantors hereby (i) acknowledges and reaffirms all of its
obligations and undertakings under the Guarantee, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of, the Amendment, the Guarantee is and shall remain in full force
and effect in accordance with the terms thereof.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, each Guarantor has executed and delivered this
Reaffirmation of Guarantee as of the day and year first above written.
DELCO REMY UK LIMITED,
By: /s/ David E. Stoll
------------------------------------
REMY HOLDINGS LIMITED
By: /s/ David E. Stoll
------------------------------------
REMY AUTO PARTS HOLDINGS B.V.
By: /s/ David E. Stoll
------------------------------------
[Signature Page to the Reaffirmation of Guaranty]
REAFFIRMATION OF GUARANTY
{Central Precision Ltd.}
May 13, 2003
Burdale Financial Limited
53 Queen Anne Street
LONDON W1G 9HP
Re: Guaranty
Please refer to (1) the Loan Agreement dated as of June 28, 2002 (as
amended, supplemented, restated or otherwise modified from time to time, the
"Canadian Loan Agreement"), by and among Central Precision Ltd., an Alberta
Corporation, Congress Financial Corporation (Canada), as agent for the Canadian
Lenders referenced below (in such capacity and as Canadian Collateral Agent,
"Canadian Collateral Agent"), the financial institutions (each individually, a
"Canadian Lender" and collectively, "Canadian Lenders") which are party thereto
(capitalized terms used and not defined herein shall have the meanings assigned
to them in the Canadian Loan Agreement) and (2) the Guaranty dated June 28, 2002
("Guaranty") by the undersigned, as guarantor ("Guarantor"), in favor of the
addressee listed above. Pursuant to an Amendment No. 3 to Loan and Security
Agreement and Foreign Loan Agreements dated as of the date hereof (the
"Amendment") among Collateral Agents party thereto, Lenders party thereto and
Borrowers party thereto, the Canadian Loan Agreement and the Foreign Loan
Agreements have been amended in accordance with the terms and conditions of the
Amendment.
Guarantor hereby (i) acknowledges and reaffirms all of its obligations
and undertakings under the Guaranty, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guaranty is and shall remain in full force and effect in
accordance with the terms thereof.
[Signature Page Follows]
[Signature Page to the Reaffirmation of Guaranty]
IN WITNESS WHEREOF, Guarantor has executed and delivered this
Reaffirmation of Guaranty as of the day and year first above written.
DELCO REMY INTERNATIONAL, INC., a
Delaware corporation
By: /s/ David E. Stoll
-------------------------------------
David E. Stoll
Title: Vice President
[Signature Page to the Reaffirmation of Guaranty]