UCI INTERNATIONAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between UCI International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
UCI INTERNATIONAL, INC. (a Delaware corporation) [l] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • New York
UCI International, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Representatives (as defined herein) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [l] additional shares of Common Stock to cover overallot
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).
UCI HOLDCO, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • March 19th, 2010 • UCI Holdco, 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 • UCI Holdco, 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 Mike Malady (the “Executive”) and United Components, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 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 • 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 AMENDMENTCredit Agreement • 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”).
UCI INTERNATIONAL, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
UCI International, Inc., a Delaware corporation (the “Company”), pursuant to the UCI International, Inc. 2010 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the number of shares of the Company’s Common Stock (the “Shares”) set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
Amended and Restated Employment AgreementEmployment Agreement • March 31st, 2009 • UCI Holdco, Inc. • Motor vehicle parts & accessories • New York
This Amended and Restated Employment Agreement (the “Agreement”) dated as of December 23, 2008 (the “Effective Date”), is made by and between United Components, Inc. (together with any successor thereto, the “Company”) and Bruce Zorich (the “Executive”).
FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF UCI INTERNATIONAL, INC.Stockholders Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of this [—] day of [—], 2010, by and among (a) UCI International, Inc., a Delaware corporation f/k/a UCI Holdco, Inc. (the “Company”), (b) Carlyle Partners III, L.P., a Delaware limited partnership (“CPIII”), (c) CP III Coinvestment L.P., a Delaware limited partnership (together with CPIII, the “Initial Carlyle Stockholders”), (d) each Management Stockholder that as of the date hereof is a party to the Original Agreement and (e) each other Person who subsequently becomes a party to this Agreement pursuant to the terms hereof. Certain capitalized terms used herein have the meanings ascribed to them in Section 8 hereof.
UCI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICERestricted Stock Unit Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the UCI International, Inc. 2010 Equity Incentive Award Plan, as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Unit Agreement, which includes the terms in this Grant Notice (this “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).
UCI INTERNATIONAL, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
This Amendment (the “Amendment”) to that certain Restricted Stock Agreement between UCI International, Inc. (f/k/a UCI Holdco, Inc.), a Delaware corporation (together with any successor thereto, the “Company”), and (the “Participant”) dated as of (the “Restricted Stock Agreement”) is made as of this day of , 2010 (the “Amendment Date”). Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restricted Stock Agreement or the Plan (as defined in the Restricted Stock Agreement).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • New York
This Amended and Restated Management Agreement (the “Agreement”) is made as of , 2010, by and between United Components, Inc., a Delaware corporation (the “Company”), and TC Group, L.L.C., a Delaware limited liability company (“Carlyle”).
Rank Group Acquires UCI International, Inc.Merger Agreement • November 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories
New York – Today, UCI International, Inc. ( “UCI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among UCI, Rank Group Limited (“Rank Group”), and a newly formed affiliate of Rank Group, which affiliate will be merged with and into UCI (the “Merger”), with UCI continuing as the surviving corporation and an affiliate of Rank Group.
