REGISTRATION RIGHTS AGREEMENT Dated as of December 20, 2006 by and among UCI Holdco, Inc. as the Company and Lehman Brothers Inc. and Goldman, Sachs & Co. as the Initial PurchasersRegistration Rights Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 20, 2006, by and between UCI Holdco, Inc., a Delaware corporation (the “Company”) and Lehman Brothers Inc. and Goldman, Sachs & Co. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Floating Rate Senior PIK Notes due 2013 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT among UNITED COMPONENTS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers, JPMORGAN CHASE BANK, N.A., as...Credit Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2006, among UNITED COMPONENTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this 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, N.A., as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., BANK OF AMERICA, N.A. 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 made by UCI ACQUISITION HOLDINGS, INC. UNITED COMPONENTS, INC. and certain of its Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of June 20, 2003Guarantee and Collateral Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 20, 2003, 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 LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 20, 2003 (as amended, supplemented or otherwise modified 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”),
REGISTRATION RIGHTS AGREEMENT Dated as of June 20, 2003 by and among United Components, Inc. as the Company Mid-South Mfg., Inc. Airtex Products, LLC Champion Laboratories, Inc. UCI-Airtex Holdings, Inc. UCI Investments, L.L.C. Airtex Products, Inc....Registration Rights Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of June 20, 2003, by and among United Components, Inc., a Delaware corporation (the “Company”), the subsidiaries listed on Schedule A attached hereto (the “Guarantors”), and Lehman Brothers Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated and Credit Lyonnais Securities (USA) Inc. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.375% Senior Subordinated Notes due 2013 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
Employment AgreementEmployment Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
This Employment Agreement (the “Agreement”) dated as of April 18, 2003, and effective as of the signing date of the Stock Purchase Agreement (the “Effective Date”), is made by and between United Aftermarket, Inc. (together with any successor thereto, the “Company”) and Bruce Zorich (the “Executive”).
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 • November 6th, 2007 • UCI Holdco, Inc. • 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 • November 6th, 2007 • UCI Holdco, Inc. • 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 • November 6th, 2007 • UCI Holdco, Inc. • 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 • November 6th, 2007 • UCI Holdco, Inc. • England and Wales
CREDIT AGREEMENT among UNITED COMPONENTS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers, JPMORGAN CHASE BANK, as Syndication Agent, ABN AMRO BANK...Credit Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
CREDIT AGREEMENT, dated as of June 20, 2003, among UNITED COMPONENTS, INC. (f/k/a United Aftermarket, Inc.), a Delaware corporation (the “Borrower), the several banks and other financial institutions or entities from time to time parties to this 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”).
MANAGEMENT AGREEMENTManagement Agreement • November 6th, 2007 • UCI Holdco, Inc. • Delaware
This Management Agreement (the “Agreement”) is made as of the 20th day of June, 2003, by and between United Components, Inc., a Delaware corporation (the “Company”) and TC Group, L.L.C., a Delaware limited liability company (“Carlyle”).
UNITED COMPONENTS, INC. 9.375% Senior Subordinated Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • November 6th, 2007 • UCI Holdco, Inc. • New York
The undersigned hereby agrees to make all the representations and warranties, and to assume and be bound by all of the obligations, of the Guarantors under the Purchase Agreement, dated June 6, 2003, between United Components, Inc. and the Initial Purchasers (as defined therein).
EMPLOYMENT AGREEMENT TERM SHEET (THE “AGREEMENT”) JOHN RITTEREmployment Agreement Term Sheet • November 6th, 2007 • UCI Holdco, Inc.
Employment Term This Agreement shall be effective as of April 25, 2003 (the “Effective Date”) and shall terminate on the six month anniversary of the Effective Date (the “Employment Term”), unless otherwise extended at the discretion of the Board of Directors of the Company (the “Board”).
FIRST AMENDMENTFirst Amendment • November 6th, 2007 • UCI Holdco, Inc. • 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”).
