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 • July 21st, 2003 • Chefford Master Manufacturing Co 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 • July 21st, 2003 • Chefford Master Manufacturing Co 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 • July 21st, 2003 • Chefford Master Manufacturing Co 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”).
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 • July 21st, 2003 • Chefford Master Manufacturing Co 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 • July 21st, 2003 • Chefford Master Manufacturing Co 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 • July 21st, 2003 • Chefford Master Manufacturing Co 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 • July 21st, 2003 • Chefford Master Manufacturing Co 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF UCI INVESTMENTS, L.L.C. a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 21st, 2003 • Chefford Master Manufacturing Co Inc • Delaware
LIMITED LIABILITY COMPANY AGREEMENT FOR AIRTEX PRODUCTS, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 21st, 2003 • Chefford Master Manufacturing Co Inc • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) entered into as of this 22nd day of May, 2003 by UIS, Inc., a New York corporation, as sole member (the “Member”), which Member does hereby form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), upon the following terms and conditions:
PURCHASE AGREEMENT by and among UIS INDUSTRIES, INC., UIS, INC. and UNITED AFTERMARKET, INC. Dated as of April 25, 2003Purchase Agreement • July 21st, 2003 • Chefford Master Manufacturing Co Inc • New York
PURCHASE AGREEMENT, dated as of April 25, 2003 (the “Agreement”), by and among UIS, INC., a corporation organized under the laws of the State of New York (“UIS” or “Seller”), UNITED AFTERMARKET, INC., a corporation organized under the laws of Delaware (“Purchaser”) and, solely for purposes of the indemnification provisions set forth in Article XI hereof, UIS INDUSTRIES, INC., a corporation organized under the laws of the State of Delaware (“Parent”). Seller, Purchaser and Parent are referred to herein collectively as the “Parties.”
