Exhibit 10.36
SIDE LETTER AGREEMENT
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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: Advisory Fees payable by Delco Remy International, Inc. and certain of
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its subsidiaries
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Gentlemen:
Reference is hereby made to that certain Advisory Agreement dated as of
December 10, 2002, (the "Agreement") by and among Delco Remy International, Inc.
("Delco Remy") and the subsidiaries of Delco Remy set forth on the signature
pages thereto and such other subsidiaries of Delco Remy as shall join in the
Agreement (the "Subsidiaries," and collectively with Delco Remy, the
"Companies"), and CVC Management LLC, a Delaware limited liability company
("Advisor"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
Pursuant to Section 2 of the Agreement, the Advisor has agreed to perform
certain executive, management and support services as set forth therein for the
Companies (the "Advisory Services"). In exchange for performing the Advisory
Services, the Companies have agreed to provide payment to the Advisor in
accordance with the terms of Section 3 of the Agreement. Pursuant to Section 3
of the Agreement, as of the date hereof, the Companies owe to the Advisor a
transaction fee in the amount of Two Million Five Hundred Thousand Dollars
($2,500,000) and Management Fees for the fiscal year ending December 31, 2002 in
the amount of One Million Dollars ($1,000,000) (collectively, the "Current
Fees"). In accordance with Sections 3(c) and 12 of the Agreement, the Advisor
hereby agrees to defer payment of the Current Fees until June 27, 2003 at which
time such Current Fees shall be due and payable in full (except to the extent
the Advisor provides written notice to Delco Remy prior to June 27, 2003 that it
will further defer payment of the Current Fees to a later specified date or
permit the payment of such Current Fees over an extended time period to be
specified by the Advisor), and each of the Companies hereby agrees that the
Current Fees shall be payable to Advisor or its
designee as provided herein. Except as otherwise provided herein, the Agreement
shall remain in full force and effect in accordance with its terms.
Please indicate your agreement to and acceptance of the foregoing by
signing a copy of this letter in the space provided below.
Sincerely,
CVC MANAGEMENT LLC
By: /s/ Michael A. Delaney
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Name: Michael A. Delaney
Title: Managing Partner
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SIGNATURES CONTINUED ON NEXT PAGE
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Accepted and Agreed as of the
10th day of December, 2002
DELCO REMY INTERNATIONAL, INC.
By: /s/ David E. Stoll
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Name: David E. Stoll
Title: Vice President, Treasurer and Secretary
BALLANTRAE CORPORATION
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.
KRAFTUBE, INC.
M. & M. KNOPF AUTO PARTS, L.L.C.
MAGNUM POWER PRODUCTS, L.L.C.
NABCO, INC.
POWER INVESTMENTS, INC.
POWRBILT PRODUCTS, INC.
REMAN HOLDINGS, L.L.C.
REMY INTERNATIONAL, INC.
REMY KOREA HOLDINGS, L.L.C.
REMY LOGISTICS, L.L.C.
REMY REMAN, L.L.C.
TRACTECH, INC.
WILLIAMS TECHNOLOGIES, INC.
WORLD WIDE AUTOMOTIVE, INC.
By: /s/ David E. Stoll
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Name: David E. Stoll
Title: Vice President, Treasurer and Secretary
ENGINE MASTER, L.P.
By: HSG I, Inc.
By: /s/ David E. Stoll
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Name: David E. Stoll
Title: Vice President, Treasurer and Secretary
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