EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September 30,
2014 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
“Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors
and assigns in such capacity, “Agent”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), and PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”; Parent and
PPPI, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). 

WHEREAS, the Borrowers, Agent, and Lenders are parties 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 “Credit Agreement”); and 
 WHEREAS,
Borrowers, Agent and Lenders have agreed to modify the Credit Agreement as provided herein, in each case subject to the terms and provisions hereof; 

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: 

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the
Credit Agreement. 
 2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in
Section 5 below and in reliance upon the representations and warranties of the Borrowers set forth in Section 6 below, the Credit Agreement is amended as follows: 

(a) Reference to the figure “$25,000,000” set forth in Section 2.14 of the Credit Agreement is hereby deleted and the figure
“$15,000,000” is inserted in lieu thereof. 
 (b) The defined term “Available Increase Amount” set forth in Schedule 1.1
to the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Available Increase
Amount” means, as of any date of determination, an amount equal to the result of (a) $15,000,000 minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to
Section 2.14 of the Agreement. 







 (c) The defined term “Maximum Revolver Amount” set forth in Schedule 1.1 to the Credit
Agreement is hereby amended and restated in its entirety as follows: 
 “Maximum Revolver Amount” means
$100,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement. 

(d) Schedule C-1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule C-1 attached hereto. 

3. Omnibus Amendment; Continuing Effect. Schedule 4.24 to the Credit Agreement and Schedule 2(b) to the Perfection Certificate are
hereby amended to include the following location as a leased location of Parent: 1465 Hamilton Parkway, Itasca, Illinois. Parent will take occupancy of this leased location on or about October 1, 2014. Except as expressly set forth in Sections
2 and 3 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and
the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. 

4. Reaffirmation and Confirmation. Each Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the
other Loan Documents represent the valid, enforceable and collectible obligations of such Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the
Credit Agreement or any other Loan Document. Each Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the
Obligations are hereby ratified and confirmed by the Borrowers in all respects. 
 5. Conditions to Effectiveness of Amendment. This
Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions precedent: 
 (a) Each
party hereto shall have executed and delivered this Amendment to Agent; 
 (b) Agent shall have received each of the additional documents,
instruments and agreements listed on the closing checklist attached hereto as Annex A; 
 (c) Borrower shall have paid to Agent the
Amendment Fee (as defined below); 
 (d) All proceedings taken in connection with the transactions contemplated by this Amendment and all
documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; and 

  
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 (e) No Default or Event of Default shall have occurred and be continuing. 

6. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents
and warrants to Agent and Lenders, after giving effect to this Amendment: 
 (a) All representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the
text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except
that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); 

(b) No Default or Event of Default has occurred and is continuing; and 

(c) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are
enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally. 
 7. Miscellaneous. 

(a) Amendment Fee. In consideration of entering into this Amendment, Borrower shall pay to Agent, for the benefit of each Lender, an
amendment fee equal to $20,000 (the “Amendment Fee”), which fee shall be payable, fully earned and non-refundable as of the effectiveness of this Amendment. 

(b) Expenses. Borrowers agree to pay on demand all Lender Group Expenses of Agent and Lenders in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment in accordance with the terms of the Credit Agreement. 
 (c)
Governing Law. This Amendment shall be a contract made under and governed by, and construed in accordance with the internal laws of the State of Illinois. 

(d) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate
counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed signature page of this Amendment by
facsimile transmission or electronic photocopy (i.e. “pdf”) shall be effective as delivery of a manually executed counterpart hereof. 

  
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 8. Release. In consideration of the agreements of Agent and Lenders contained herein and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally
and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions,
causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off,
demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known as of the date of this Amendment, both at law and in equity, which each Loan Party, or any of
its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises
at any time on or prior to the day and date of this Amendment, in each case for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or
related thereto. 
 [Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized and delivered as of the date first above written. 
  

							
	BORROWERS:	 		 	 POWER SOLUTIONS INTERNATIONAL, INC.

a Delaware corporation

				
		 		 	By:	 	/s/ Daniel P. Gorey
		 		 	Name:	 	Daniel P. Gorey
		 		 	Title:	 	Chief Financial Officer
			
		 		 	 PROFESSIONAL POWER PRODUCTS, INC.,

an Illinois corporation

				
		 		 	By:	 	/s/ Daniel P. Gorey
		 		 	Name:	 	Daniel P. Gorey
		 		 	Title:	 	Chief Financial Officer

 Signature Page to First Amendment to Credit Agreement 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent, as Lead Arranger, as Book Runner, and as a Lender
		
	By:	 	/s/ Brian Hynds
	Name:	 	Brian Hynds
	Title:	 	Vice President


 Signature Page to First Amendment to Credit Agreement 







 CONSENT AND REAFFIRMATION 

Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing First Amendment to Credit Agreement (the
“Amendment”); (ii) consents to each Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment; and (iv) affirms that nothing contained therein shall modify in any respect
whatsoever any Loan Documents (other than as specifically provided in the Amendment) to which the undersigned is a party and reaffirms that the Loan Documents to which it is a party shall continue to remain in full force and effect. Although each of
the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, the undersigned understands that Agent and Lenders have no obligation to inform the undersigned of such matters in the future or to seek the
undersigned’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty. 







 IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of the
date of the Amendment. 
  

			
	THE W GROUP, INC.
	a Delaware corporation
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer
	
	 POWER SOLUTIONS, INC.,
 an
Illinois corporation

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

		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer


 Consent and Reaffirmation 







 
			
	TORQUE POWER SOURCE PARTS, INC.
	an Illinois corporation
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer
	
	POWER PROPERTIES, L.L.C., an Illinois limited liability company
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer
	
	POWER PRODUCTION, INC., an Illinois corporation
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer
	
	POWER GLOBAL SOLUTIONS, INC., an Illinois corporation
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer
	
	PSI INTERNATIONAL, LLC, an Illinois limited liability company
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer
	
	XISYNC LLC, an Illinois limited liability company
		
	By:	 	/s/ Dan Gorey
	Name:	 	Dan Gorey
	Title:	 	Chief Financial Officer


 Consent and Reaffirmation