EX-10.4



 Exhibit 10.4 

JOINDER TO GUARANTY AND SECURITY AGREEMENT 

Joinder No. 1 (this “Joinder”), dated as of April 1, 2014, to the Guaranty and Security Agreement, dated as of
June 28, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional
entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
(“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 

W I T N E S S E T H: 
 WHEREAS,
pursuant to that certain Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the “Amended Credit Agreement”) by and among Power Solutions
International, Inc., a Delaware corporation, as a borrower (“Parent”), Professional Power Products, Inc., an Illinois corporation (“PPPI”), each other borrower from time to time party thereto (together with Parent and
PPPI, collectively, “Borrowers”, and each, a “Borrower”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and assigns, is referred to hereinafter as a
“Lender”), Agent, Wells Fargo as lead arranger and Wells Fargo as book runner, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions
thereof; and 
 WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Guaranty and Security Agreement or, if not defined therein, in the Amended Credit Agreement, and this Joinder shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement,
which rules of construction are incorporated herein by this reference, mutatis mutandis; and 
 WHEREAS, certain Grantors (the
“Existing Grantors”) have entered into the Guaranty and Security Agreement in order to induce the Lender Group and the Bank Product Providers to make certain financial accommodations to Borrowers as provided for in the Amended
Credit Agreement, the other Loan Documents, and the Bank Product Agreements; and 
 WHEREAS, pursuant to Section 5.11 of the
Amended Credit Agreement and Section 26 of the Guaranty and Security Agreement, certain Subsidiaries of the Loan Parties, must execute and deliver certain Loan Documents, including the Guaranty and Security Agreement, and the joinder to
the Guaranty and Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group and the
Bank Product Providers; and 
 WHEREAS, each New Grantor (a) is an Affiliate of Borrowers and, as such, will benefit by virtue of the
financial accommodations extended to Borrowers by the Lender Group or the Bank Product Providers and (b) by becoming a Grantor will benefit from certain rights granted to the Grantors pursuant to the terms of the Loan Documents and the Bank
Product Agreements; 

  
 Annex I - 1 








 NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agrees as follows: 
 1. Each
Existing Grantor hereby reaffirms its respective obligations under the Guaranty and Security Agreement and each other Loan Document to which it is a party (collectively, the “Reaffirmed Documents”) . Each Existing Guarantor agrees
that each Reaffirmed Document shall remain in full force and effect following the execution and delivery of the Credit Agreement and that all references in any of the Reaffirmed Documents to the “Credit Agreement” shall be deemed to refer
to the Amended Credit Agreement. 
 2. In accordance with Section 26 of the Guaranty and Security Agreement, each New Grantor,
by its signature below, becomes a “Grantor” and “Guarantor” under the Guaranty and Security Agreement with the same force and effect as if originally named therein as a “Grantor” and “Guarantor” and each New
Grantor hereby (a) agrees to all of the terms and provisions of the Guaranty and Security Agreement applicable to it as a “Grantor” or “Guarantor” thereunder and (b) represents and warrants that the representations and
warranties made by it as a “Grantor” or “Guarantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already
qualified or modified by materiality in the text thereof) on and as of the date hereof. In furtherance of the foregoing, each New Grantor hereby (i) jointly and severally unconditionally and irrevocably guarantees as a primary obligor and not
merely as a surety the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of the Guarantied Obligations, and (ii) unconditionally grants, assigns, and pledges to Agent, for the benefit of the Lender
Group and the Bank Product Providers, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to the Collateral, in each case on the conditions and subject to the
conditions set forth in the Guaranty and Security Agreement. Each reference to a “Grantor” or “Guarantor” in the Guaranty and Security Agreement shall be deemed to include each New Grantor. The Guaranty and Security Agreement is
incorporated herein by reference. 
 3. Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”,
Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Pledged Companies”, Schedule 6, “Trademarks”, Schedule 7, Name; Chief Executive Office; Tax
Identification Numbers and Organizational Numbers, Schedule 8, “Owned Real Property”, Schedule 9, “Deposit Accounts and Securities Accounts”, Schedule 10, “Controlled Account Banks”, and Schedule
11, “List of Uniform Commercial Code Filing Jurisdictions”, attached hereto replace in their entirety Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7, Schedule 8, Schedule 9, Schedule 10, and Schedule
11, respectively, to the Guaranty and Security Agreement and shall be deemed a part thereof for all purposes of the Guaranty and Security Agreement. 

4. Each New Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements
and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with
greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the 

  
 Annex I - 2 








 sufficiency or filing office acceptance. Each New Grantor also hereby ratifies any and all financing statements
or amendments previously filed by Agent in any jurisdiction in connection with the Loan Documents. 
 5. Each New Grantor represents and
warrants to Agent, the Lender Group and the Bank Product Providers that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity). 
 6. This Joinder is a Loan Document. This Joinder may be
executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same
Joinder. Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder. Any party delivering an executed
counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Joinder. 
 7. The Guaranty and Security Agreement, as supplemented hereby, shall remain in full
force and effect. 
 8. THIS JOINDER SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL
REFERENCE SET FORTH IN SECTION 25 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 Annex I - 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Guaranty and Security
Agreement to be executed and delivered as of the day and year first above written. 
  

							
	NEW GRANTORS:	  	 	  	PROFESSIONAL POWER PRODUCTS, INC.,
an Illinois corporation
				
		  		  	By:	  	 /s/ Daniel P. Gorey

		  		  	Name:	  	 Daniel P. Gorey

		  		  	Title:	  	 Chief Financial Officer



  
  

Signature Page to Joinder to Guaranty and Security Agreement 









							
	EXISTING GRANTORS	 	 	 	 POWER SOLUTIONS INTERNATIONAL, INC.

a Delaware corporation

				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	 THE W GROUP, INC.
 a
Delaware corporation 

				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	 POWER SOLUTIONS, INC.,
 an
Illinois corporation 

				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	POWER GREAT LAKES, INC., an Illinois corporation 
				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	 AUTO MANUFACTURING, INC., 

an Illinois corporation 

				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer


  
  

Signature Page to Joinder to Guaranty and Security Agreement 









							
	 	 	 	 	 TORQUE POWER SOURCE PARTS, INC.

an Illinois corporation

				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	 POWER PROPERTIES, L.L.C., an Illinois limited

liability company 

				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	POWER PRODUCTION, INC., an Illinois corporation 
				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	POWER GLOBAL SOLUTIONS, INC., an Illinois corporation 
				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	PSI INTERNATIONAL, LLC, an Illinois limited liability company 
				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	XISYNC LLC, an Illinois limited liability company 
				
		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 	Name:	 	Dan Gorey
		 		 	Title:	 	Chief Financial Officer


  
  

Signature Page to Joinder to Guaranty and Security Agreement 









							
	AGENT:	 	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association
				
		 		 	By:	 	 /s/ Brian Hynds

		 		 	Name:	 	 Brian Hynds

		 		 	Title:	 	 Vice President



  
  

Signature Page to Joinder to Guaranty and Security Agreement 








 Schedule 1 

Commercial Tort Claims 
 None. 







 Schedule 2 

Copyrights 
 None. 







 Schedule 3 

Intellectual Property Licenses 
 License
Agreement dated December 7, 2012 by and between Power Solutions International, Inc. (“Parent”) and MAT-PSI Holdings, LLC (“MAT-PSI”), pursuant to which Parent licenses to MAT-PSI certain Intellectual Property (as defined in
the License Agreement). 
 Confidential Non-Exclusive Patent License and Settlement Agreement by and between Power Solutions, Inc. (“Power
Solutions”) and certain other parties, pursuant to which Power Solutions received a license to six patents, all of which relate to Grantors’ “Mastertrak” product line. 

Software License Agreement and Software Support Agreement dated September 24, 2007 by and between Infor Global Solutions, Inc. and PPPI, together with
related Order Forms and other agreements (license-in). 







 Schedule 4 

Patents 
 Applications: 

 

					
	 OWNER
	  	APPLICATION NUMBER	  	 DESCRIPTION

			
	Power Solutions International, Inc.	  	13738279	  	Driving System for Engine Auxiliary Power








 Schedule 5 

Pledged Companies 
  

									
	 Pledged Company
	 	 Record Owner
	 	 Certificate

No.
	 	 No. Shares/Interest
	 	Percent
Pledged
	The W Group, Inc.	 	Power Solutions International, Inc.	 	006	 	1,000 shares of common stock issued and outstanding. 1,000 shares authorized.	 	100%
					
	Professional Power Products, Inc.	 	Power Solutions International, Inc.	 	5	 	1,000 shares of common stock issued and outstanding	 	100%
					
	Power Solutions, Inc.	 	The W Group, Inc.	 	15	 	1,000 shares of common stock issued and outstanding. 5,000 shares authorized.	 	100%
					
	Power Great Lakes, Inc.	 	The W Group, Inc.	 	15	 	1,000 shares of common stock issued and outstanding. 50,000 shares authorized.	 	100%
					
	Auto Manufacturing, Inc.	 	The W Group, Inc.	 	12	 	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	 	100%
					
	Torque Power Source Parts, Inc.	 	The W Group, Inc.	 	3	 	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	 	100%
					
	Power Properties, L.L.C.	 	The W Group, Inc.	 	N/A	 	The W Group, Inc. is the sole member	 	100%
					
	Power Production, Inc.	 	The W Group, Inc.	 	001	 	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	 	100%
					
	Power Global Solutions, Inc.	 	The W Group, Inc.	 	001	 	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	 	100%
					
	Professional Power Products, Inc.	 	Power Solutions International, Inc.	 		 	.	 	100%
					
	PSI International, LLC	 	The W Group, Inc.	 	N/A	 	The W Group, Inc. is the sole member	 	100%
					
	XISync LLC	 	The W Group, Inc.	 	N/A	 	The W Group, Inc. is the sole member	 	100%








 Schedule 6 

Trademarks 
  

					
	Owner	  	Registration Number	  	Trademark
			
	XISync, LLC	  	2854543	  	MASTERTRAK

 Unregistered trademark held by Professional Power Products, Inc.: 

 
 



 
 Trade names used by Professional Power Products, Inc.: 

V77 Fuel Alarm Panel 
 Power Master 

Power Glide 







 Schedule 7 

Name; Chief Executive Office; Tax Identification Numbers and Organizational Numbers 

 

									
	 Name
	  	 Jurisdiction
	  	 Chief Executive

Office
	  	 Tax ID Number
	  	 Organizational
Number

	Power Solutions International, Inc.	  	Delaware	  	201 Mittel Drive
Wood Dale, IL 60191	  	33-0963637	  	4958464
					
	The W Group, Inc.	  	Delaware	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-4456949	  	3422265
					
	Professional Power Products, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-3859038	  	57073608
					
	Power Solutions, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-3585770	  	55083436
					
	Power Great Lakes, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-3398606	  	54018592
					
	Auto Manufacturing, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-4168925	  	59504479
					
	Torque Power Source Parts, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-4348042	  	60877998
					
	Power Properties, L.L.C.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	36-4168893	  	00124486
					
	Power Production, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	20-2043127	  	63884049
					
	Power Global Solutions, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	20-3411429	  	64402625
					
	Professional Power Products, Inc.	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  		  	57073608
					
	PSI International, LLC	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	20-3931125	  	01704354
					
	XISync LLC	  	Illinois	  	201 Mittel Drive
Wood Dale, IL 60191	  	20-5841157	  	02001357








 Schedule 8 

Owned Real Property 
 655 Wheat Lane, Wood
Dale, IL 60191, owned by Power Properties, L.L.C. 







 Schedule 9 

Deposit Account and Securities Accounts 
  

							
	 OWNER
	  	 TYPE OF ACCOUNT
	  	 BANK OR

INTERMEDIARY
	  	ACCOUNT
NUMBERS
	Power Solutions International, Inc.	  	Cash Collateral Account	  	Wells Fargo Bank, N.A.	  	4128970159
				
	Power Solutions International, Inc.	  	Master Operating Account	  	Wells Fargo Bank, N.A.	  	4128970167
				
	Power Solutions International, Inc.	  	Payroll Account	  	Wells Fargo Bank, N.A.	  	4128970175
				
	Power Solutions International, Inc.	  	Cash Disbursements (Wires/ACH)	  	Wells Fargo Bank, N.A.	  	4128995057
				
	Power Solutions International, Inc.	  	Cash Disbursements (Checks)	  	Wells Fargo Bank, N.A.	  	9622000249
				
	Power Solutions International, Inc.	  	Self Insurance Disbursement Account	  	Wells Fargo Bank, N.A.	  	9622000256
				
	Professional Power Products, Inc.	  	Business Checking	  	First National Bank and Trust Company	  	1190408
				
	Professional Power Products, Inc.	  	Checking - Operating Account	  	Crystal Lake Bank & Trust Company, N.A.*	  	0650016246
				
	Professional Power Products, Inc.	  	Checking - Professional Power Products International, Inc.	  	Crystal Lake Bank & Trust Company, N.A.*	  	0650021940
				
	Professional Power Products, Inc.	  	Checking - Payroll Account	  	Crystal Lake Bank & Trust Company, N.A.*	  	0650024710
				
	Professional Power Products, Inc.	  	Checking - Business Checking	  	Crystal Lake Bank & Trust Company, N.A.*	  	1190408

  

	*	Accounts will be closed and moved to Wells Fargo Bank. 








 Schedule 10 

Controlled Accounts Banks 
 Wells Fargo
Bank, National Association 
 First National Bank and Trust Company 
  







 Schedule 11 

List of Uniform Commercial Code Filing Jurisdictions 
  

			
	 Grantor
	  	 Jurisdictions

		
	Power Solutions International, Inc.	  	Delaware; fixture filing in DuPage County, IL
		
	The W Group, Inc.	  	Delaware
		
	Professional Power Products, Inc.	  	Illinois
		
	Power Solutions, Inc.	  	Illinois
		
	Power Great Lakes, Inc.	  	Illinois; fixture filing in DuPage County, IL
		
	Auto Manufacturing, Inc.	  	Illinois
		
	Torque Power Source Parts, Inc.	  	Illinois
		
	Power Properties, L.L.C.	  	Illinois; fixture filing in DuPage County, IL
		
	Power Production, Inc.	  	Illinois
		
	Power Global Solutions, Inc.	  	Illinois
		
	Professional Power Products, Inc.	  	Illinois
		
	PSI International, LLC	  	Illinois
		
	XISync LLC	  	Illinois

  

  
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