Contract
Exhibit 99.5
EXECUTION VERSION
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”).
Reference is made to (a) the ABL Guarantee and Collateral Agreement dated as of September 30, 2015 (amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among UCI Holdings Limited, a New Zealand limited liability company (“Holdings”), UCI International, LLC, a Delaware limited liability company (the “Parent Borrower”), certain domestic subsidiaries of Holdings and the Collateral Agent and (b) the ABL Credit Agreement dated as of September 30, 2015 (amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Parent Borrower, UCI Acquisition Holdings (No. 1) Corp, a Delaware corporation, the Subsidiary Borrowers (as defined therein) from time to time party thereto, the banks and financial institutions from time to time party thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as an issuing lender, and as administrative agent and Collateral Agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The parties hereto agree as follows:
SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Guarantee and Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in subsection 1.2 of the Guarantee and Collateral Agreement also apply to this Agreement.
SECTION 2. Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Copyrights and Copyright Licenses (including those Copyrights listed on Schedule II hereto) now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”) as collateral security for the prompt and complete payment and performance when due of the Obligations of such Grantor, except that no security interest is or will be granted pursuant hereto in any right, title or interest of any Grantor under or in any Copyright Licenses with Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Copyright Licenses.
SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the security interest with the United States Copyright Office. This Agreement is expressly subject to the terms and conditions set forth in the Guarantee and Collateral Agreement.
SECTION 4. Guarantee and Collateral Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation, of the security interests granted to the Collateral Agent pursuant to the Guarantee and Collateral Agreement. The Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.
SECTION 5. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually signed counterpart of this Agreement.
SECTION 6. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE UNITED STATES IN RESPECT OF COPYRIGHT MATTERS AND, IN ALL OTHER RESPECTS, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
| AIRTEX PRODUCTS, LP, | ||||
| By | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Treasurer and Assistant Secretary | |||
[Signature Page to Copyright Security Agreement]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent, | ||||
| By | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Authorized Signatory | |||
| By | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Copyright Security Agreement]
Schedule I
Grantors
1. AIRTEX PRODUCTS, LP
Schedule II
COPYRIGHTS OWNED BY AIRTEX PRODUCTS, LP
U.S. Copyright Registrations
| Title |
Reg. No. | |
| Airtex water pumps and water outlets : for all cars and trucks : catalog. | CSN0014909 | |
| Airtex fuel pumps. | CSN0019439 | |
| Airtex “safe-line” new disc brake pads and new brake shoes : for all cars and trucks : catalog. | CSN0019444 | |
| Airtex Products : catalog : [for the automobile manufacturer and the replacement market]. | CSN0014905 | |
| Airtex thermal fan clutches, radiator caps, thermostats, gaskets and seals : for all cars and trucks : catalog. | CSN0014907 | |
| Airtex : catalog … | CSN0023916 | |
| Safe-Line brake parts : passenger cars, trucks, import cars : catalog. | CSN0031177 | |
| Master chassis parts. | CSN0047443 | |
| Master Division front end suspension and steering parts : catalog. | CSN0017386 | |
| Master new disc brake pads and new brake shoes catalog. | CSN0021821 | |
| Master new water pumps and water outlets. | CSN0021822 | |
| Master Division new water pumps, water outlets, thermal & non thermal fan clutches. | CSN0026292 | |
| New fuel pumps : catalog / Master Parts Division, Airtex Products. | CSN022172 | |
| New water pumps, fan clutches, water outlets : domestic and import / Master Parts Division, Airtex Products. | CSN0080198 | |
| New water pumps, thermal & non thermal fan clutches, water outlets / Master Parts Division, Airtex Products. | CSN0068604 | |
| Water pumps, parts & kits for the rebuilder. | CSN0075350 | |
| Fuel pumps and fuel filters : electric & mechanical, domestic & import, carbureted & fuel injected applications : catalog AX106, 1992. | TX3151956 | |
| Airtex water pumps, fan clutches & water outlets : catalog WP-36, 1992. | TX3338268 | |
| Airtex Safe-Line disc brake pads catalog : SFA92. | XX0000000 | |
| Airtex water pumps, fan clutches & water outlets : catalog WP-38, 1994. | TX3815076 | |
| Title |
Reg. No. | |
| Airtex fuel injection cleaning system. | TX3877714 | |
| Fuel pumps and fuel filters : electric & mechanical, domestic & import, carbureted & fuel injected applications : catalog AX108, 1993. | XX0000000 | |
| Airtex Safe-Line disc brake pads : catalog SFA95. | TX3994319 | |
| Fuel pumps, in-tank assemblies, and fuel filters : catalog AX110, 1995. | TX4006900 | |
| Airtex water pumps, fan clutches & water outlets : catalog WP-40, 1996. | TX4232988 | |
| Airtex water pumps, fan clutches & water outlets : catalog WP-98A, 1998. | TX4770141 | |
| Airtex water pumps, fan clutches & water outlets : WP-99SA. | TX5080762 | |
| Master Domestic & Import Water Pumps, Fan Clutches, Water Outlets Supplement :WP99SM | TX5089837 | |
| Water pumps, fan clutches & water outlets, 2000 : catalog WP-2000A | TX5264461 | |
| Master Domestic and import fuel pumps and assemblies, fuel filters | TX5465063 | |
| Airtex fuel pumps, in tank assemblies & fuel filters | XX0000000 | |
| Domestic and import fuel pumps for carburated and fuel injected systems | TX5485561 | |
| Airtex water pumps, fan clutches & water outlets : catalog WP-2002A. | TX5731362 | |
| Airtex fuel pumps, in-tank assemblies, and fuel filters : supplement to catalog AX02. | XX0000000 | |
| Airtex fuel pumps, in-tank assemblies and fuel filters : supplement to catalog AX02, updated August 2003. | TX5859970 | |
| Water pumps, fan clutches & water outlets : catalog WP-2004A. | TX5963579 | |
| Airtex AX05 electric and mechanical fuel pumps, in-tank assemblies and fuel strainers. | TX6254531 | |
| Airtex 2007 fuel pumps, in-tank assemblies & fuel strainers : catalog AX07. | TX6458740 | |
| Title |
Reg. No. | |
| 1995 water pumps, parts & kits for the rebuilder : catalog WP95R. | TX4000469 | |
| AX99 Airtex fuel pumps, in-tank assemblies, and fuel filters : 1999. | TX4988692 | |
| Domestic and import fuel pumps and assemblies, fuel filters for fuel injected, carbureted systems : catalog FP95A. | TX4344309 | |
| Domestic and import fuel pumps and assemblies, fuel filters suppl : catalog FP98S, 1998. | XX0000000 | |
| WP98M master water pump, fan clutch & water outlet catalog. | TX4770145 | |
| Fuel pumps, in-tank assemblies, and fuel filters : catalog AX110A, 1996. | TX4344308 | |
| Fuel pumps, in-tank assemblies, and fuel filters : catalog AX112 1997. | TX4524842 | |
| Fuel pumps, in-tank assemblies and fuel filters : catalog AX112S, 1998. | TX4906398 | |
| Master 2007 fuel pumps, in-tank assemblies & fuel strainers catalog : FP2007. | TX6453100 | |
| Master catalog FP2005 domestic and import fuel pumps and assemblies, fuel strainers. | TX6267542 | |
| Master domestic and import fuel pumps & fuel filters : FP93. | TX3950292 | |
| Master domestic and import fuel pumps and assemblies, fuel filters : catalog FP97. | XX0000000 | |
| Master domestic and import fuel pumps and assemblies : fuel filters : catalog FP99. | TX4930549 | |
| Master domestic and import fuel pumps and assemblies, fuel filters for Xxxx injected, carbureted systems : catalog FP95. | TX4008685 | |
| Master domestic and import fuel pumps and assemblies, fuel filters : supplement to catalog FP2002. | TX5741913 | |
| Master domestic and import fuel pumps and assemblies, fuel filters : supplement to catalog FP2002, updated August 2003. | TX5856722 | |
| Title |
Reg. No. | |
| Master domestic and import fuel pumps, fuel filters for carbureted, fuel injected systems : catalog FP93. | TX3788011 | |
| Master domestic and import new water pumps, fan clutches, water outlets catalog : WP91. | TX2921161 | |
| Master domestic and import new water pumps, fan clutches, water outlets catalog : WP92, 1992. | TX3345795 | |
| Master domestic and import new water pumps, fan clutches, water outlets : catalog WP94, 1994. | TX3866279 | |
| Master domestic and import water pumps, fan clutches, water outlets : catalog WP96. | TX4256343 | |
| Master domestic and import water pumps, fan clutches, water outlets : ctalog WP2004M. | XX0000000 | |
| Master domestic and import water pumps, fan clutches, water outlets : WP2002M. | TX5724586 | |
| Master fuel injection cleaning system : guide to professional fuel injection cleaning. | TX3914669 | |
| Master fuel pumps, fuel filters for carbureted fuel injected systems, 1989. | TX2605629 | |
| Master M domestic and import fuel pumps, fuel filters for carbureted fuel injected systems : catalog FP92. | TX3152061 | |
| Master M domestic and import water pumps, fan clutches & water outlets : catalog WP2000M. | TX5271830 | |
| New water pumps, fan clutches, water outlets, repair kits, parts : Master catalog : no. WP95E. | TX4019032 | |
| Safe-Line brake parts : catalog SL91L. | TX3243251 | |
| Safe-Line brake parts : domestic and import applications : catalog SL89, 1989. | TX2554271 | |
| Safe-Line brake parts : domestic and import applications : catalog SL91, 1991. | TX3228921 | |
| Safe-Line brake parts : domestic and import applications, catalog SL94, 1994. | TX3874335 | |
| Safe-Line disc brake pads : catalog SF95. | TX3994320 | |
| Water pumps, fan clutches, water outlets, water pump repair kits & parts : catalog WP-38E, 1995. | XX0000000 | |
