CREDIT AGREEMENT among UNITED COMPONENTS, INC., as Borrower, UCI ACQUISITION HOLDINGS, INC., as Holdings, UCI INTERNATIONAL, INC., as Superholdings, The Several Lenders from Time to Time Parties Hereto, BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK...Credit Agreement • September 27th, 2010 • United Components Inc • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT, dated as of September 23, 2010, among UNITED COMPONENTS, INC., a Delaware corporation (the “Borrower”), UCI ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), UCI INTERNATIONAL, INC., a Delaware corporation (“Superholdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and KEYBANK NA, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
UCI HOLDCO, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • March 19th, 2010 • United Components Inc • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).
UNITED COMPONENTS, INC. SEVERANCE AGREEMENTSeverance Agreement • March 19th, 2010 • United Components Inc • Motor vehicle parts & accessories • Indiana
This Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2008 (the “Effective Date”), by and between Keith Zar (the “Executive”) and United Components, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
STOCK PURCHASE AGREEMENT BY AND AMONG UNITED COMPONENTS, INC., ACAS ACQUISITIONS (ASC), INC. AND THE SELLERS NAMED HEREIN Dated as of March 8, 2006Stock Purchase Agreement • March 31st, 2006 • United Components Inc • Motor vehicle parts & accessories • New York
This STOCK PURCHASE AGREEMENT, (the “Agreement”), dated as of March 8, 2006, by and among UNITED COMPONENTS, INC., a Delaware corporation (“Purchaser”), ACAS ACQUISITIONS (ASC), INC., a Delaware corporation (the “Company”), and the securityholders of the Company listed on the signature pages hereof (collectively, the “Sellers”).
ASSET PURCHASE AGREEMENT by and among UNITED COMPONENTS, INC.; NEAPCO INC.; AND NEAPCO, LLC Dated as of June 30, 2006Asset Purchase Agreement • July 6th, 2006 • United Components Inc • Motor vehicle parts & accessories • Illinois
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2006, by and among United Components, Inc., a Delaware corporation (“Parent”); Neapco Inc., a Pennsylvania corporation (“Seller”); and Neapco, LLC, a Delaware limited liability company (“Buyer”).
ASSET PURCHASE AGREEMENT dated as of June 29, 2006 by and among PIONEER INC. AUTOMOTIVE PRODUCTS, UNITED COMPONENTS, INC. and PIONEER, INC.Asset Purchase Agreement • July 6th, 2006 • United Components Inc • Motor vehicle parts & accessories • New York
This Asset Purchase Agreement (this “Agreement”) is entered into by and among United Components, Inc., a Delaware corporation, Pioneer Inc. Automotive Products, a Mississippi corporation (“Purchaser”) and Pioneer, Inc., a Mississippi corporation (“Seller”), as of this 29th day of June, 2006.
Dated 30 November 2006 Truck-Lite Co. Limited (as the Purchaser) Truck-Lite Co., Inc. (as the Purchaser Guarantor) UIS Industries Limited (as the Vendor) United Components, Inc. (as the Vendor Guarantor) Share Purchase Agreement relating to the shares...Share Purchase Agreement • December 6th, 2006 • United Components Inc • Motor vehicle parts & accessories • England and Wales
FIRST AMENDMENTFirst Amendment • March 30th, 2004 • United Components Inc • Motor vehicle parts & accessories • New York
FIRST AMENDMENT, dated as of December 22, 2003 (this “Amendment”), to the Credit Agreement, dated as of June 20, 2003 (as amended from time to time, the “Credit Agreement”), among UNITED COMPONENTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as joint advisors, joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), JPMORGAN CHASE BANK, as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., CREDIT LYONNAIS, NEW YORK BRANCH, FLEET NATIONAL BANK and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
GUARANTEE AND COLLATERAL AGREEMENT among UCI INTERNATIONAL, INC., UCI ACQUISITION HOLDINGS, INC., UNITED COMPONENTS, INC., and certain of its Subsidiaries and BANK OF AMERICA, N.A., as Administrative Agent Dated as of September 23, 2010Guarantee and Collateral Agreement • September 27th, 2010 • United Components Inc • Motor vehicle parts & accessories • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 23, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined below), including the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among UCI INTERNATIONAL, INC., a Delaware corporation (“Superholdings”), UCI ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), UNITED COMPONENTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK S
SECOND AMENDMENTSecond Amendment • June 8th, 2004 • United Components Inc • Motor vehicle parts & accessories • New York
SECOND AMENDMENT, dated as of May 27, 2004 (this “Amendment”), to the Credit Agreement, dated as of June 20, 2003 (as amended pursuant to the First Amendment, dated as of December 22, 2003, and as otherwise amended from time to time, the “Credit Agreement”), among UNITED COMPONENTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as joint advisors, joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), JPMORGAN CHASE BANK, as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., CREDIT LYONNAIS, NEW YORK BRANCH, FLEET NATIONAL BANK and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrati
UNITED COMPONENTS, INC. SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2009 • United Components Inc • Motor vehicle parts & accessories • Indiana
This Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2008 (the “Effective Date”), by and between Daniel Johnston (the “Executive”), United Components, Inc. (the “Company”), and, solely with respect to Section 3(d), UCI Holdco, Inc. (“Holdco”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
THIRD AMENDMENTThird Amendment • June 20th, 2005 • United Components Inc • Motor vehicle parts & accessories • New York
THIRD AMENDMENT, dated as of June 20, 2005 (this “Amendment”), to the Credit Agreement, dated as of June 20, 2003 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among UNITED COMPONENTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as joint advisors, joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), JPMORGAN CHASE BANK, as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., CREDIT LYONNAIS, NEW YORK BRANCH, FLEET NATIONAL BANK and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
UCI HOLDCO, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • March 31st, 2009 • United Components Inc • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).
RESIGNATION, WAIVER, CONSENT, APPOINTMENT AND AMENDMENT AGREEMENTAnd Amendment Agreement • March 19th, 2010 • United Components Inc • Motor vehicle parts & accessories • New York
This Resignation, Waiver, Consent, Appointment and Amendment Agreement (this “Agreement”) is entered into as of December 22, 2009, by and among Lehman Commercial Paper Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting through one or more of its branches as the Administrative Agent and Swing Line Lender, (in such capacities, the “Existing Agent”) under the Credit Agreement (as defined below), Bank of America, N.A., the Lenders party hereto, United Components, Inc. (the “Borrower”) and each of the Guarantors signatory hereto. Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.
