Contract
EXHIBIT 10.4
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”).
Reference is made to (a) the Collateral Agreement dated as of January 26, 2011 (as amended,
restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to
time, the “Collateral Agreement”), among UCI International, Inc., a Delaware Corporation
(as successor by merger to Uncle Acquisition 2010 Corp) (the “Closing Date Borrower”), UCI
Holdings Limited (“Holdings”), the Grantors from time to time party thereto and the
Collateral Agent and (b) the Credit Agreement dated as of January 26, 2011 (as amended, extended,
restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified
from time to time, the “Credit Agreement”), among Uncle Acquisition 2010 Corp, the Closing
Date Borrower, UCI Acquisition Holdings (No. 1) Corp, a Delaware corporation, UCI Acquisition
Holdings (No. 2) Corp, a Delaware corporation, Holdings, the Subsidiary Guarantors, the Lenders and
Credit Suisse AG, as administrative agent to the Lenders. 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 Collateral Agreement. The rules of construction
specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.
SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges
to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the
Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns,
for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s
right, title or interest in, to and under all of the Copyrights of such U.S. Grantor (including
those listed on Schedule II hereto) now owned or at any time hereafter acquired by such
U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any
right, title or interest as security for the payment or performance, as the case may be, in full of
the Obligations.
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
Collateral Agreement.
SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the Copyrights are more fully
set forth in the 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 Collateral Agreement, the terms of the Collateral
Agreement shall govern.
SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract. 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.
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.
[Signature Page to Copyright Security Agreement]
| AIRTEX PRODUCTS, LP |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Copyright Security Agreement]
| WILMINGTON TRUST FSB, as Collateral Agent, |
||||
| By | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
[Signature Page to Copyright Security Agreement]
Schedule I
U.S. Grantors
Airtex Products, LP
Schedule II
Copyrights
Airtex Products, LP
| 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 | |
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 | |
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 |
| Title | Reg. No. | |
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 |
