Contract
EXHIBIT 10.2
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.
A. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
B. The Guarantors have entered into the Credit Agreement in order to induce the
Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12 of
the Credit Agreement provides that additional Subsidiaries may become Subsidiary Guarantors
under the Credit Agreement by execution and delivery of an instrument in the form of this
Joinder. The undersigned Subsidiaries (each, a “New Guarantor” and collectively, the “New
Guarantors”) are executing this Joinder in accordance with the requirements of the Credit
Agreement to become Subsidiary Guarantors under the Credit Agreement in order to induce the
Lenders to make additional Loans and the Issuing Banks to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit previously
issued.
Accordingly, the Administrative Agent and the New Guarantors agree as follows:
SECTION 1. In accordance with Section 5.12 of the Credit Agreement, the New
Guarantors by their signature below become Subsidiary Guarantors under the Credit Agreement
with the same force and effect as if originally named therein as Guarantors and the New
Guarantors hereby (i) agree to all the terms and provisions of the Credit Agreement
applicable to them as Subsidiary Guarantors thereunder and (ii) represent and warrant that
the representations and warranties made by them as Subsidiary Guarantors thereunder are
true and correct in all material respects on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date. Each
reference to a “Subsidiary Guarantor” in the Credit Agreement shall be deemed to include
each New Guarantor. The Credit Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Guarantor represents and warrants to the Administrative Agent and
the other Secured Parties that this Joinder has been duly authorized, executed and
delivered by such New Guarantor and constitutes such New Guarantor’s legal, valid and
binding obligation, enforceable against it in accordance with its terms.
SECTION 3. Each New Guarantor is a company duly organized under the law of the
applicable jurisdiction set forth next to such New Guarantor’s name on Schedule 1.
SECTION 4. Each New Guarantor confirms that no Default has occurred or would occur as
a result of such New Guarantor becoming a Subsidiary Guarantor under the Credit Agreement.
SECTION 5. This Joinder 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. This Joinder shall become
effective when the Administrative Agent shall have received counterparts of this Joinder
that, when taken together, bear the signatures of the New Guarantors and the Administrative
Agent. Delivery of an executed signature page to this Joinder by facsimile transmission or
other electronic transmission (e.g. “pdf”) shall be as effective as delivery of a manually
signed counterpart of this Joinder.
SECTION 6. Except as expressly supplemented hereby, the Credit Agreement shall remain
in full force and effect.
SECTION 7. THIS JOINDER AND ALL CLAIMS AND CONTROVERSIES IN CONNECTION HEREWITH SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. In case any one or more of the provisions contained in this Joinder should
be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and in the Credit Agreement
shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of
itself affect the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
2
SECTION 9. All communications and notices hereunder shall (except as otherwise
expressly permitted by the Credit Agreement) be in writing and given as provided in Section
9.01 of the Credit Agreement. All communications and notices hereunder to the New
Guarantors shall be given to the New Guarantors in care of Holdings as provided in Section
9.01 of the Credit Agreement.
SECTION 10. Each New Guarantor agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses in connection with this Joinder, including the fees,
other charges and disbursements of counsel for the Administrative Agent.
3
IN WITNESS WHEREOF, the New Guarantors and the Administrative Agent have duly executed
this Joinder to the Credit Agreement as of the day and year first above written.
| AIRTEX INDUSTRIES, LLC |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
4
| AIRTEX PRODUCTS, LP |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
5
| CHAMPION LABORATORIES, INC. |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
7
| UCI—AIRTEX HOLDINGS, INC., |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
8
| UCI—XXXXX HOLDINGS, L.L.C |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
9
| UNITED COMPONENTS, INC. |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
10
| XXXXX MANUFACTURING, L.P. |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
11
| ASC INDUSTRIES, INC. |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
12
| UCI PENNSYLVANIA, INC. |
||||
| By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
13
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT, |
||||
| by | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Managing Director | |||
| By | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Associate | |||
Schedule 1
| New Guarantor | Jurisdiction of Organization | |||
1.
|
Airtex Industries, LLC | Delaware | ||
2.
|
Airtex Products, LP | Delaware | ||
3.
|
ASC Holdco, Inc. | Delaware | ||
4.
|
ASC Industries, Inc. | Ohio | ||
5.
|
Champion Laboratories, Inc. | Delaware | ||
6.
|
UCI-Airtex Holdings, Inc. | Delaware | ||
7.
|
UCI Pennsylvania, Inc. | Pennsylvania | ||
8.
|
UCI-Xxxxx Holdings, L.L.C. | Delaware | ||
9.
|
United Components, Inc. | Delaware | ||
10.
|
Xxxxx Manufacturing, L.P. | Delaware |
