Uci Holdings LTD Sample Contracts

ABL GUARANTEE AND COLLATERAL AGREEMENT made by UCI HOLDINGS LIMITED, UCI INTERNATIONAL, LLC, and certain Domestic Subsidiaries of Holdings, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent Dated as of September 30, 2015
Guarantee and Collateral Agreement • November 10th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 30, 2015, made by UCI HOLDINGS LIMITED, a New Zealand limited liability company (as further defined in the Credit Agreement, “Holdings”), UCI INTERNATIONAL, LLC, a Delaware limited liability company (as further defined in the Credit Agreement, the “Parent Borrower”) and certain Subsidiaries of Holdings from time to time party hereto, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).

Sample 1
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Contract
Uci Holdings LTD • December 23rd, 2015 • Motor vehicle parts & accessories • New York

AMENDMENT NO. 1 dated as of December 14, 2015 (this “Amendment”), to the ABL Credit Agreement, dated as of September 30, 2015 (the “Credit Agreement”; and as amended by this Amendment, the “Amended Credit Agreement”), by and among UCI INTERNATIONAL, LLC, a Delaware limited liability company (the “Parent Borrower”), UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an issuing bank and as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent for the Lenders.

Sample 1
STOCK PURCHASE AGREEMENT by and among NGK SPARK PLUG CO., LTD, UCI HOLDINGS LIMITED, and solely for the purposes of Section 10.13, RANK GROUP LIMITED Dated as of May 8, 2015
Stock Purchase Agreement • August 5th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

This STOCK PURCHASE AGREEMENT, dated as of May 8, 2015 (this “Agreement”), is made by and among NGK Spark Plug Co., Ltd, a Japanese company (“Buyer”), UCI Holdings Limited, a company organized under the laws of New Zealand (“Seller”) and, solely for the purposes of Section 10.13, Rank Group Limited, a company organized under the laws of New Zealand (“Seller Guarantor”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.1.

Sample 1
JOINT SERVICES AGREEMENT
Joint Services Agreement • August 1st, 2011 • Uci Holdings LTD • Motor vehicle parts & accessories • Illinois

THIS JOINT SERVICES AGREEMENT (“Agreement”) is made on this 29 day of July, 2011 (the “Effective Date”), by and between UCI INTERNATIONAL, INC., a Delaware corporation (“UCI”), in its personal capacity and on behalf of each of UCI’s affiliates set forth on Exhibit A (each a “UCI Affiliate”), AUTOPARTS HOLDINGS LIMITED, a New Zealand corporation (“AH”) in its personal capacity and on behalf of each of AH’s affiliates set forth on Exhibit A attached to and made part of this Agreement and as amended by the parties in writing from time to time (each an “AH Affiliate” and together with the UCI Affiliates, the “Affiliates”).

Sample 1
Contract
Copyright Security Agreement • November 10th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

COPYRIGHT SECURITY AGREEMENT dated as of September 30, 2015 (this “Agreement”), among the grantors listed on Schedule I hereto (the “Grantors”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”).

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Contract
Borrowing Subsidiary Agreement • May 5th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

AMENDMENT NO. 1 dated as of May 5, 2015 (this “Amendment”), to the Credit Agreement dated as of January 26, 2011 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”; and as amended by this Amendment, the “Amended Credit Agreement”), by and among UCI INTERNATIONAL, LLC, a Delaware limited liability company (formerly known as UCI International, Inc.) (the “Closing Date Borrower”), UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation (“Acquisition Holdings (No. 1)”), UCI ACQUISITION HOLDINGS (NO. 2) CORP, a Delaware corporation (“Acquisition Holdings (No. 2)”), the Subsidiary Guarantors party thereto, the Lenders party thereto, and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

Sample 1
Contract
Affiliated Lender Assignment and Acceptance1 • December 23rd, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

AMENDMENT NO. 2 dated as of December 22, 2015 (this “Amendment”), to the ABL Credit Agreement, dated as of September 30, 2015 (as amended prior to the date hereof, the “Credit Agreement”; and as amended by this Amendment, the “Amended Credit Agreement”), by and among UCI INTERNATIONAL, LLC, a Delaware limited liability company (the “Parent Borrower”), UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an issuing bank and as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent for the Lenders.

Sample 1
ASSET PURCHASE AGREEMENT between FRAM Group Operations LLC and Champion Laboratories, Inc. Dated as of March 21, 2012
Asset Purchase Agreement • March 26th, 2012 • Uci Holdings LTD • Motor vehicle parts & accessories • Illinois

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2012, is by and between Champion Laboratories, Inc., a Delaware corporation (“Purchaser”), and FRAM Group Operations LLC, a Delaware limited liability corporation (“Seller”).

Sample 1
Contract
Borrowing Subsidiary Agreement • August 5th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

AMENDMENT NO. 1 dated as of May 5, 2015 (this “Amendment”), to the Credit Agreement dated as of January 26, 2011 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”; and as amended by this Amendment, the “Amended Credit Agreement”), by and among UCI INTERNATIONAL, LLC, a Delaware limited liability company (formerly known as UCI International, Inc.) (the “Closing Date Borrower”), UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation (“Acquisition Holdings (No. 1)”), UCI ACQUISITION HOLDINGS (NO. 2) CORP, a Delaware corporation (“Acquisition Holdings (No. 2)”), the Subsidiary Guarantors party thereto, the Lenders party thereto, and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

Sample 1
Contract
Trademark Security Agreement • November 10th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

TRADEMARK SECURITY AGREEMENT dated as of September 30, 2015 (this “Agreement”), among the grantors listed on Schedule I hereto (the “Grantors”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”).

Sample 1
Contract
Patent Security Agreement • November 10th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

PATENT SECURITY AGREEMENT dated as of September 30, 2015 (this “Agreement”), among the grantors listed on Schedule I hereto (the “Grantors”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”).

Sample 1
ABL CREDIT AGREEMENT Dated as of September 30, 2015 among UCI HOLDINGS LIMITED, as Holdings, UCI ACQUISITION HOLDINGS (NO. 1) CORP, UCI INTERNATIONAL, LLC, as Parent Borrower, THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE SEVERAL LENDERS...
Intercreditor Agreement • November 10th, 2015 • Uci Holdings LTD • Motor vehicle parts & accessories • New York

CREDIT AGREEMENT, dated as of September 30, 2015, among UCI INTERNATIONAL, LLC, a Delaware limited liability company (as further defined in Subsection 1.1, the “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation (“Acquisition Holdings (No. 1)”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an issuing lender (in such capacity, an “Issuing Lender”), and as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders and the Issuing Lenders hereunder.

Sample 1
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