ASC Holdco, Inc. Sample Contracts

UNCLE ACQUISITION 2010 CORP $400,000,000 Aggregate Principal Amount of 8.625% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

The Initial Securities will be issued pursuant to an Indenture, dated as of January 26, 2011 (the “Base Indenture”), among Acquisition Co., the Pricing Guarantors and Wilmington Trust Company (the “Trustee”). Immediately upon consummation of the Merger, (i) UCI will execute a supplemental indenture to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), which Supplemental Indenture will cause the obligations of Acquisition Co. under the Base Indenture to be assumed by UCI and (ii) each Merger Date Guarantor will execute the Supplemental Indenture, which will cause the Merger Date Guarantors to unconditionally guarantee the Initial Securities. As an inducement to the Initial Purchasers, for whom Credit Suisse Securities (USA) LLC is acting as representative, to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers for the benefit of the holders of the Initial Securities (including, without limitation, the I

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Agreement of Indemnification Dated 26 January 2011 UCI Holdings Limited for the benefit and in favour of the Indemnitees defined in this Agreement (UCI Group Companies — United States)
Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

UCI Holdings Limited, a company registered in New Zealand whose registered office is at c/o Bell Gully (GJM), Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand (“UCI Holdings”);

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LIMITED LIABILITY COMPANY AGREEMENT OF UCI-WELLS HOLDINGS, L.L.C. a Delaware Limited Liability Company
Limited Liability Company Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of UCI-Wells Holdings, L.L.C. (the “Company”) is effective as of December 21, 2005.

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AGREEMENT AND PLAN OF MERGER dated as of NOVEMBER 29, 2010 by and among RANK GROUP LIMITED, UNCLE ACQUISITION 2010 CORP and UCI INTERNATIONAL, INC.
Agreement and Plan of Merger • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of November 29, 2010, is entered into by and among Rank Group Limited, a New Zealand company (“Acquiror”), Uncle Acquisition 2010 Corp, a Delaware corporation and an Affiliate of Acquiror to be formed and to join this Agreement pursuant to Section 7.5 of this Agreement (“Merger Sub”), and UCI International, Inc., a Delaware corporation (the “Company”).

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Contract
Patent Security Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories

PATENT SECURITY AGREEMENT dated as of January 26, 2011 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and Wilmington Trust FSB, as collateral agent (in such capacity, the “Collateral Agent”).

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Employment Agreement
Employment Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

This Employment Agreement (the “Agreement”) dated as of February 16, 2011 (the “Effective Date”), is made by and between UCI International, Inc. (together with any successor thereto, the “Company”) and Bruce Zorich (the “Executive”).

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LIMITED LIABILITY COMPANY AGREEMENT OF AIRTEX INDUSTRIES, LLC a Delaware Limited Liability Company
Limited Liability Company Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Airtex Industries, LLC (the “Company”) is effective as of December 1, 2004.

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AGREEMENT OF LIMITED PARTNERSHIP OF AIRTEX PRODUCTS, LP
ASC Holdco, Inc. • April 20th, 2011 • Motor vehicle parts & accessories • Delaware

This Agreement of Limited Partnership of Airtex Products, LP (this “Agreement”), is entered into as of December 1, 2004 by and between Airtex Industries, LLC, as general partner (the “General Partner”), and UCI-Airtex Holdings, Inc., as the limited partner (the “Initial Limited Partner” and, together with the General Partner, the “Partners”).

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FIRST REGISTRATION RIGHTS AGREEMENT JOINDER
First Registration Rights Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories

UCI International, Inc. (“UCI”) and each of the other signatories hereto (the “Merger Date Guarantors”) hereby agrees to join and become a party to the Registration Rights Agreement, dated as of January 26, 2011, between Uncle Acquisition 2010 Corp, UCI Holdings Limited, UCI Acquisition Holdings (No. 1) Corp, UCI Acquisition Holdings (No. 2) Corp and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Registration Rights Agreement”) as of the consummation of the Acquisition (as defined in the Registration Rights Agreement) as though it had entered into the Registration Rights Agreement on January 26, 2011. UCI and each Merger Date Guarantor hereby further agrees, effective upon the consummation of the Acquisition, to be bound by all of the covenants, agreements and obligations of “Acquisition Co.” or the “Company” or of a “Guarantor,” as the case may be, under the Registration Rights Agreement. For the avoidance

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Contract
Trademark Security Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories

TRADEMARK SECURITY AGREEMENT dated as of January 26, 2011 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and Wilmington Trust FSB, as collateral agent (in such capacity, the “Collateral Agent”).

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CREDIT AGREEMENT dated as of January 26, 2011 among UNCLE ACQUISITION 2010 CORP (to be merged with and into UCI INTERNATIONAL, INC.), UCI INTERNATIONAL, INC. (as a successor by merger to UNCLE ACQUISITION 2010 CORP), UCI HOLDINGS LIMITED, UCI...
Credit Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

CREDIT AGREEMENT dated as of January 26, 2011 (this “Agreement”), among UNCLE ACQUISITION 2010 CORP, a Delaware corporation (“Merger Sub”) and the initial Closing Date Borrower hereunder (to be merged with and into UCI INTERNATIONAL, INC.), UCI INTERNATIONAL, INC., a Delaware corporation (the “Acquired Company”) (as successor by merger to Merger Sub), 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 (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), the Lenders and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

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AGREEMENT OF LIMITED PARTNERSHIP OF WELLS MANUFACTURING, L.P.
ASC Holdco, Inc. • April 20th, 2011 • Motor vehicle parts & accessories • Delaware

This Agreement of Limited Partnership of Wells Manufacturing, L.P. (this “Agreement”), is entered into as of December 21, 2005 by and between UCI-Wells Holdings, L.L.C., a Delaware limited liability company, as the general partner (the “General Partner”), and Wells Manufacturing Corp., a Wisconsin corporation, as the limited partner (the “Initial Limited Partner” and, together with the General Partner, the “Partners”).

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Contract
First Supplemental Indenture • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 26, 2011 among UCI INTERNATIONAL, INC. (“UCI”), a Delaware corporation and an indirect wholly owned subsidiary of UCI Holdings Limited (the “Company"), each of the parties identified as a MERGER DATE GUARANTOR on the signature pages hereto (each, a “Merger Date Guarantor” and collectively, the “Merger Date Guarantors”) and WILMINGTON TRUST FSB, as trustee, paying agent, transfer agent and registrar under the indenture referred to below (the “Trustee”).

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Agreement of Indemnification Dated 11 January 2011 UCI Holdings Limited for the benefit and in favour of the Indemnitees defined in this Agreement of Indemnification (UCI Holding Companies — United States)
ASC Holdco, Inc. • April 20th, 2011 • Motor vehicle parts & accessories • New York

UCI Holdings Limited, a company registered in New Zealand whose registered office is at c/o Bell Gully (GJM), Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand (“UCI Holdings”);

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Employment Agreement
Employment Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

This letter sets forth the terms and conditions of your employment with United Components, Inc. (the “Company”) effective as of January 26, 2011.

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Contract
Copyright Security Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories

COPYRIGHT SECURITY AGREEMENT dated as of January 26, 2011 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S. Grantors”) and Wilmington Trust FSB, as collateral agent (in such capacity, the “Collateral Agent”).

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Mike Malady 14601 Highway 41 North Evansville, IN 47725 March 9, 2011
ASC Holdco, Inc. • April 20th, 2011 • Motor vehicle parts & accessories

• You agree to work through August 31, 2011 and possibly until December 31, 2011. UCI and The Rank Group will determine your final separation date which in no event will be prior to August 31, 2011, absent earlier termination for cause.

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COLLATERAL AGREEMENT dated as of January 26, 2011 among UCI INTERNATIONAL, INC., UCI HOLDINGS LIMITED, THE GRANTORS FROM TIME TO TIME PARTY HERETO and WILMINGTON TRUST FSB, as Collateral Agent
Collateral Agreement • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories • New York

COLLATERAL AGREEMENT dated as of January 26, 2011 (this “Agreement”), among UCI INTERNATIONAL, INC., a corporation organized under the laws of the state of Delaware (as a successor by merger to UNCLE ACQUISITION 2010 CORP, the “Closing Date Borrower”), UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Grantors (as defined below) from time to time party hereto and Wilmington Trust FSB, as collateral agent (in such capacity, the “Collateral Agent”).

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Contract
Joinder • April 20th, 2011 • ASC Holdco, Inc. • Motor vehicle parts & accessories

GUARANTOR JOINDER (this “Joinder”) dated as of January 26, 2011 to the Credit Agreement dated as of January 26, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among UNCLE ACQUISITION 2010 CORP, a Delaware corporation (to be merged with and into UCI INTERNATIONAL, INC.), UCI INTERNATIONAL, INC., a Delaware corporation (to be a successor by merger to UNCLE ACQUISITION 2010 CORP), UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation, UCI ACQUISITION HOLDINGS (NO. 2) CORP, a Delaware corporation, UCI HOLDINGS LIMITED, a New Zealand limited liability company, the Subsidiary Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent.

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