exv10w1







Exhibit 10.1




JOINT SERVICES AGREEMENT




     THIS JOINT SERVICES AGREEMENT (“Agreement”) is made on this 29 day of July, 2011
(the “Effective Date”), by and between UCI INTERNATIONAL, INC., a Delaware corporation
(“UCI”), in its personal capacity and on behalf of each of UCI’s affiliates set forth on
Exhibit A (each a “UCI Affiliate”), AUTOPARTS HOLDINGS LIMITED, a New Zealand
corporation (“AH”) in its personal capacity and on behalf of each of AH’s affiliates set
forth on Exhibit A attached to and made part of this Agreement and as amended by the
parties in writing from time to time (each an “AH Affiliate” and together with the UCI
Affiliates, the “Affiliates”).



RECITALS 




     WHEREAS, UCI, AH and the Affiliates are under common control;



     WHEREAS, UCI is a distributor of a broad range of filtration products, fuel and cooling
systems products and vehicle electronics for the automotive, trucking, marine, mining,
construction, agricultural and industrial markets;



     WHEREAS, AH is a holding company;



     WHEREAS, AH and the AH Affiliates desire to purchase from UCI certain administrative services
as specified herein and UCI desires to provide to AH and the AH Affiliates such services; and



     WHEREAS, UCI and the UCI Affiliates desire to purchase from AH certain administrative services
as specified herein and AH desires to provide to UCI and the UCI Affiliates such services.



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:



 









 





I. SERVICES




     1.1 Engagement.



          (a) AH and each of the AH Affiliates hereby engage UCI to provide, directly or indirectly
through the UCI Affiliates, certain administrative, including legal, finance, human resources,
procurement, IT, accounting and managerial, services, and the use of certain UCI facilities,
described on Exhibit B attached to and made a part of this Agreement and as amended by the
parties in writing from time to time (collectively, the “UCI Services”), and UCI accepts
such engagement in accordance with the terms and conditions of this Agreement.




          (b) UCI and each of the UCI Affiliates hereby engage AH to provide, directly
or indirectly through the AH Affiliates, certain administrative, including legal, finance,
human resources, procurement, IT, accounting and managerial, services, and the use of certain AH
facilities, described on Exhibit C attached to and made a part of this Agreement and as
amended by the parties in writing from time to time (collectively, the “AH Services” and
together with the UCI Services, the “Services”), and AH accepts such engagement in
accordance with the terms and conditions of this Agreement.




     1.2 UCI Services. UCI will provide or arrange for the following services for AH and
each of the AH Affiliates.



          (a) UCI Legal Services. UCI will provide to the AH and the AH Affiliates the legal services
described on Exhibit B attached to and made a part of this Agreement (the “UCI Legal
Services”).





          (1) AH and each of the AH Affiliates hereby confirm, individually and not jointly,
their individual requests that UCI’s legal team, consisting of UCI’s own attorneys and
attorneys that may be retained by UCI (“UCI Legal Team”), provide UCI Legal Services
to AH and/or the AH Affiliates.



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          (2) AH and each of the AH Affiliates understand and acknowledge that the representation
of the AH and the AH Affiliates by the UCI Legal Team may result in an actual or potential
conflict of interest. AH and each of the AH Affiliates hereby unequivocally waive any such
conflict and agree and consent to the UCI Legal Team providing UCI Legal Services to AH
and/or the AH Affiliates as more fully set forth in Exhibit B.



          (b) UCI Financial, Accounting and Other Services. UCI will provide to AH and the AH Affiliates
the financial, accounting, administrative, human resources, procurement, IT, accounting and
managerial services set forth on Exhibit B (collectively, the “UCI Other
Services”).




          (c) UCI Shared Facilities. UCI will provide to AH and/or the AH Affiliates the use of space in
UCI facilities as set forth on Exhibit B, along with the property services (including
without limitation, property maintenance, heating, air conditioning, utilities and insurance
(collectively, the “UCI Shared Facilities”); provided that AH shall at all times comply
with the health and safety policies of UCI or the UCI Affiliate providing UCI Shared Facilities.




          (d) Additional Services. AH and/or the AH Affiliates may request an additional service by
providing UCI with reasonable written notice. The parties shall negotiate in good faith for the
provision of such additional service. If the parties reach agreement regarding the terms on which
such service will be provided, Exhibit B shall be amended by adding such additional
service.




          (e) Termination of Services. AH and/or the AH Affiliates may discontinue a particular Service,
or part of a Service, by giving UCI reasonable written notice. AH and/or the AH Affiliates will not
be obliged to pay any further costs or expenses in respect of any such






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discontinued Service or part of a Service.




          (f) Change in the Scope of Services. The occurrence of (i) any event or transaction which
significantly increases or decreases the size and/or nature of the operations of AH or any of the
AH Affiliates in a manner that affects the scope, manner, nature or quantity of the UCI Services or
(ii) any change in any local, state or federal laws, rules or regulations that affects the scope,
manner, nature or quantity of the UCI Services shall be considered a change in the scope of
services, and UCI and AH shall promptly meet to negotiate and execute an equitable adjustment to
the terms of this Agreement. Until the adjustment of terms in connection with such change is agreed
upon by the parties in writing, UCI has no obligation to provide any UCI Services beyond the scope
of services that was in effect under this Agreement prior to any change of the type described in
either clause 1.2(a) or 1.2(b) of this Section 1.2.




          (g) UCI Personnel. UCI shall provide the personnel required and appropriate to render the UCI
Services in accordance with the provisions of this Agreement. All personnel provided by UCI
pursuant to this Agreement shall be UCI’s employees, contractors or agents, and in no event shall
such personnel be deemed employees or agents of AH or the AH Affiliates. UCI may provide UCI
Services using UCI’s permanent employees, contract employees or vendor employees as UCI shall deem
appropriate for the UCI Services being performed. UCI shall provide all employee benefits and
compensation to its employees, and AH and the AH Affiliates shall bear no costs or expenses for
said employees except for the fees and payments set forth in this Agreement.




          (h) Standard of Care. UCI shall perform, or cause to be performed, the UCI Services with the
degree of care, skill and diligence with which it performs, or causes to be performed, such
services for itself or otherwise with reasonable skill and care, and in all events






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in compliance with applicable law.




          (i) Affiliate Obligations. AH and each of the AH Affiliates agree to, and to cause its
employees to, provide UCI and its representatives with all materials, data and information and all
other support and cooperation as are reasonably required for UCI to fulfill its obligations
hereunder.




     1.3 AH Services. AH will provide or arrange for the following services for UCI and
each of the UCI Affiliates.



          (a) AH Legal Services. AH will provide to UCI and the UCI Affiliates the legal services
described on Exhibit C attached to and made a part of this Agreement and as amended by the
parties in writing from time to time (the “AH Legal Services”).





          (1) UCI and each of the UCI Affiliates hereby confirm, individually and not jointly,
their individual requests that AH’s legal team, consisting of AH’s own attorneys and
attorneys that may be retained by AH (“AH Legal Team”), provide AH Legal Services to
UCI and/or the UCI Affiliates.




          (2) UCI and each of the UCI Affiliates understand and acknowledge that the
representation of the UCI and the UCI Affiliates by the AH Legal Team may result in an
actual or potential conflict of interest. UCI and each of the UCI Affiliates hereby
unequivocally waive any such conflict and agree and consent to the AH Legal Team providing
AH Legal Services to UCI and/or the UCI Affiliates as more fully set forth in Exhibit
C.



          (b) AH Financial, Accounting and Other Services. AH will provide to UCI and the UCI
Affiliates the financial, accounting, administrative, human resources, procurement, IT, accounting
and managerial services set forth on Exhibit C (collectively, the “AH Other






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Services”).




          (c) AH Shared Facilities. AH will provide to UCI and/or the UCI Affiliates the use of space
in AH facilities as set forth on Exhibit C, along with the property services (including
without limitation, property maintenance, heating, air conditioning, utilities and insurance)
(collectively, the “AH Shared Facilities”); provided that UCI shall at all times comply
with the health and safety policies of AH or the AH Affiliate providing AH Shared Facilities.




          (d) Additional Services. UCI and/or the UCI Affiliates may request an additional service by
providing AH with reasonable written notice. The parties shall negotiate in good faith for the
provision of such additional service. If the parties reach agreement regarding the terms on which
such service will be provided, Exhibit C shall be amended by adding such additional
service.




          (e) Termination of Services. UCI and/or the UCI Affiliates may discontinue a particular
Service, or part of a Service, by giving AH reasonable written notice. UCI and/or the UCI
Affiliates will not be obliged to pay any further costs or expenses in respect of any such
discontinued Service or part of a Service.




          (f) Change in the Scope of Services. The occurrence of (i) any event or transaction which
significantly increases or decreases the size and/or nature of the operations of UCI or any of the
UCI Affiliates in a manner that affects the scope, manner, nature or quantity of the AH Services or
(ii) any change in any local, state or federal laws, rules or regulations that affects the scope,
manner, nature or quantity of the AH Services shall be considered a change in the scope of
services, and UCI and AH shall promptly meet to negotiate and execute an equitable adjustment to
the terms of this Agreement. Until the adjustment of terms in connection with such change is agreed
upon by the parties in writing, AH has no obligation to provide any AH






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Services beyond the scope of services that was in effect under this Agreement prior to any
change of the type described in either clause 1.3(a) of this Section 1.3.




          (g) AH Personnel. AH shall provide the personnel required and appropriate to render the AH
Services in accordance with the provisions of this Agreement. All personnel provided by AH pursuant
to this Agreement shall be AH’s employees, contractors or agents, and in no event shall such
personnel be deemed employees or agents of UCI or the UCI Affiliates.




     AH may provide AH Services using AH’s permanent employees, contract employees or vendor
employees as AH shall deem appropriate for the AH Services being performed. AH shall provide all
employee benefits and compensation to its employees, and UCI and the UCI Affiliates shall bear no
costs or expenses for said employees except for the fees and payments set forth in this Agreement.



          (h) Standard of Care. AH shall perform, or cause to be performed, the AH Services with the
degree of care, skill and diligence with which it performs, or causes to be performed, such
services for itself or otherwise with reasonable skill and care, and in all events in compliance
with applicable law.




          (i) Affiliate Obligations. UCI and each of the UCI Affiliates agree to, and to cause its
employees to, provide AH and its representatives with all materials, data and information and all
other support and cooperation as are reasonably required for AH to fulfill its obligations
hereunder.




II. SERVICE FEES AND PAYMENT




     2.1 Fees. UCI, AH and the Affiliates agree that in accordance with the terms set out
below, (a) each of UCI and the UCI Affiliates providing Services shall invoice AH and the
applicable AH Affiliates receiving Services, and AH and the applicable AH Affiliates shall pay the
fees in accordance with the methodology set forth in Exhibit D attached to and made a part
of



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this Agreement and as amended by the parties in writing from time to time (the “UCI
Service Fees”), and (b) each of AH and the AH Affiliates providing Services shall invoice UCI
and the applicable UCI Affiliates receiving Services, and UCI and the applicable UCI Affiliates
shall pay the fees in accordance with the methodology set forth in Exhibit D (the “AH
Service Fees”, and together with the UCI Service Fees, the “Service Fees”). Service
Fees shall include, without limitation, the fees paid to any third party providing any of the
Services, as well as other expenses actually incurred by UCI or AH, as the case may be, in
providing the Services.




     2.2 Invoices. Payment or reimbursement by the UCI, AH or the Affiliates is due under
the terms of this Agreement for (1) the initial period commencing as of the date on which the
Services commence and continuing until the end of the relevant calendar quarter; and (2) each
subsequent calendar quarter thereafter during the Term (each, a “Billing Period”), and, (a)
each of UCI and the UCI Affiliates performing UCI Services shall send to AH and the applicable AH
Affiliates receiving such UCI Services an invoice for the UCI Services rendered or expenses
incurred during the Billing Period, and (b) each of AH and the AH Affiliates performing AH Services
shall send to UCI and the applicable UCI Affiliates receiving AH Services an invoice for AH
Services rendered or expenses incurred during the Billing Period. All amounts invoiced shall be
payable within sixty (60) days after the end of the Billing Period for which such amount is due.
UCI and AH shall cause the Affiliates to prepare, maintain and make available upon reasonable
request, reasonably detailed information, materials and records regarding the computation of the
Service Fees.



     2.3 Set-off. The parties may agree to set-off payments due under this Agreement.



     2.4 Disputed Charges. If any of UCI, AH or any of the Affiliates fails to pay the
amount payable within the sixty (60) day period, and UCI, AH or the applicable Affiliate, as the



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case may be, provides written notice of such failure to pay to the non-paying party, then if
such failure to pay is not remedied within fifteen (15) days following such written notice, UCI or
AH, as the case may be, shall have the right, but not the obligation, to discontinue providing the
Services to the other party or its Affiliates and shall be relieved of any further obligation to
provide the Services until such failure to pay is cured; provided that if within the fifteen (15)
day period, the applicable Affiliate (i) gives UCI or AH, as the case may be, written notice of a
good faith dispute with respect to any amount due, (ii) describes the dispute in reasonable detail,
and (iii) pays all undisputed amounts then due, the Affiliate shall not be considered in default of
such disputed amount.




     2.5 Annual Review of Service Fees. On or about each anniversary of the Effective
Date, the parties will meet to assess the appropriateness of the methodology for the calculation of
the Services Fees as set out in Exhibit D, as amended by the parties in writing from time to time.



     2.6 Changes to Services Fees and Invoicing. Notwithstanding clause 2.5 above or any
other provision of this Agreement, the parties may agree at any time to amend:



          (a) the methodology for the calculation of the Service Fees; or




          (b) the invoicing terms including any changes to the Billing Period.




III. REPRESENTATIONS AND WARRANTIES.




     3.1 UCI Authorization. UCI represents and warrants to AH and the AH Affiliates that:



          (a) UCI has full power and authority to enter into this Agreement and to perform the UCI
Services. UCI, by all requisite action (whether corporate or otherwise), has duly authorized the
execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby; and no other proceedings, corporate or otherwise, on the part of UCI are necessary to
authorize this Agreement, which, when executed, will constitute the valid and binding agreement of
UCI, enforceable in accordance with its terms. Neither the






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execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby will constitute a violation or breach of (i) its organizational documents, (ii) any
provisions of any contract or other instrument to which UCI is a party or by which it, or its
businesses, assets or properties may be affected or secured, (iii) any order, writ, injunction or
decree applicable to UCI, or (iv) any statute, rule or regulation.




     3.2 AH Authorization. AH represents and warrants to UCI and the UCI Affiliates that:



          (a) AH has full power and authority to enter into this Agreement and to perform the AH
Services. AH, by all requisite action (whether corporate or otherwise), has duly authorized the
execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby; and no other proceedings, corporate or otherwise, on the part of AH are necessary to
authorize this Agreement, which, when executed, will constitute the valid and binding agreement of
AH, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will constitute a violation or breach
of (i) its organizational documents, (ii) any provisions of any contract or other instrument to
which AH is a party or by which it, or its businesses, assets or properties may be affected or
secured, (iii) any order, writ, injunction or decree applicable to AH, or (iv) any statute, rule or
regulation.




     3.3 Consents. Each party represents with respect to itself that no consent, approval,
order or authorization of, or registration, declaration or filing with, any governmental or other
third party, domestic or foreign, is required by or with respect to it in connection with its
execution and delivery of this Agreement, or the consummation of the transactions contemplated
hereby; provided that to the extent that any such consent, approval, order, authorization,



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registration, declaration or filing becomes necessary in connection with the provision or
performance of a Service by one of the parties, provision or performance of the affected Service is
suspended until such consent, approval, order, authorization, registration, declaration or filing
is obtained or made and the parties agree to use commercially reasonable efforts to (a) obtain or
make such consent, approval, order, authorization, registration, declaration or filing in a timely
manner, and (b) provide a mutually acceptable alternative solution for the time of suspension.




IV. TERM & TERMINATION




     4.1 Term. This Agreement will commence on the Effective Date and remain in effect for
an initial term of one (1) year (the “Initial Term”) and shall automatically renew for
additional one (1) year terms (each, a “Renewal Term” and, together with the Initial Term,
the “Term”), unless either party gives written notice to the other party of non-renewal no
later than ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.



     4.2 Termination Without Cause — For Convenience. Either party may terminate this
Agreement without cause upon one hundred twenty (120) days’ advance written notice to the other
party.



     4.3 Termination for Breach. In the event that a party commits a material breach of
this Agreement, the other party may immediately terminate this Agreement if such breach is not
cured within thirty (30) days after notice of such breach is duly given by the non-breaching party
to the breaching party.



     4.4 Termination of Affiliation. (a) In the event that UCI and AH cease to be under
common control, AH and UCI shall promptly convene to negotiate the termination of this Agreement;
provided that such termination shall provide for a reasonable transition period and be subject to
mutually acceptable terms and conditions; and (b) in the event that any Affiliate ceases to be
under common control with AH or UCI, AH and UCI shall promptly convene to



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negotiate the termination of the affected Services with respect to the relevant Affiliate.




     4.5 Effect of Termination/Termination Not Exclusive Remedy. There shall be no
obligation whatsoever on the part of the parties after termination or expiration of this Agreement
except as specifically provided in this Section 4.4 or in Section 9.15. Each party
shall, and shall cause the applicable Affiliate to, pay the Services Fee in accordance with the
methodology set forth under Section 2 and Exhibit D below and related to all
Services received by it or its Affiliate prior to and including the effective date of termination
or expiration of this Agreement. Notwithstanding the foregoing, nothing contained in this
Section 4.4 shall relieve any party from liability for any breach of this Agreement. The
exercise by any party of any right of termination under this Section 4 shall not constitute
a waiver of any other rights or remedies available to such party for breach of this Agreement under
this Agreement or under applicable law or in equity. Each remedy specifically provided under this
Agreement is non-exclusive and shall be taken and construed as cumulative and in addition to any
other remedy provided herein or by law.



V. CONFIDENTIAL INFORMATION; DATA OWNERSHIP; PRIVILEGES 




     5.1 Confidential Information; Description. Each party agrees that during and after the
Term it will, and will ensure that its officers, directors, managers, partners, members, employees,
attorneys, agents, representatives and Affiliates and their respective officers, directors,
managers, partners, members, employees, attorneys, agents, representatives will, hold in confidence
and not use or disclose to a third party, the following confidential information of another party
(collectively, “Confidential Information”): (a) this Agreement; (b) privileged and work
product information; (c) any Services or advice provided under this Agreement; and (d) each party’s
patent, copyright, trademark, trade secret, and proprietary information, techniques, sketches,
drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to current and future proposed



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products and services of each of the parties, including, without limitation, their respective
information concerning research, experimental work, development, design details and specifications,
engineering, financial information, procurement requirements, purchasing, manufacturing, customer
lists, business forecasts, sales and merchandising, and marketing plans and information, business
methods, records, prospects, customers, assets or liabilities in whatever form provided and
whatever manner communicated. UCI and AH shall, and shall cause their respective Affiliates to, use
the same care in protecting the other party’s and its Affiliates’ Confidential Information as it
uses to protect its own Confidential Information. The following shall not be considered
Confidential Information: (a) information that is in the public domain other than by reason of a
breach of this Agreement; (b) information that was in the rightful possession of the recipient
party at or prior to the time of disclosure, and which had not previously been obtained under an
obligation of confidence; or (c) information obtained by the recipient party in good faith from a
third party entitled to disclose it.




     5.2 Uses and Disclosures of Confidential Information. Each party may use and disclose,
as applicable, Confidential Information: (a) as reasonably required in fulfillment of this
Agreement; (b) to the employees, professional advisors, attorneys, consultants, authorized
representatives and contractors of such party to the extent that disclosure is necessary to perform
such party’s obligations hereunder and such parties agree to be bound by this Agreement; and/or (c)
as required by law. Should any party receive a request, subpoena or service of process from a third
party for Confidential Information of another party, the party receiving such request shall
promptly notify the party owning such Confidential Information. The purpose of such notice is to
permit the owning party to take reasonable measures to protect the confidentiality of such
information, including seeking judicial relief to prevent such disclosure.



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     5.3 Ownership of Data. The parties acknowledge and agree that all information
materials, Confidential Information and data provided by UCI, AH or an Affiliate hereunder shall be
and remain the sole property of the party disclosing such information, materials, Confidential
Information and data. During the Term, each of UCI, AH and the Affiliates grants to the receiving
party a limited license to use the information, materials, Confidential Information and data
necessary to provide the Services. Upon termination of this Agreement, the receiving party shall
return or destroy all information, materials, Confidential Information and data in its possession
and shall retain, except for one copy which it will retain for regulatory and archiving purposes,
no copies of such information, materials, Confidential Information and data.



     5.4 Privileges. The parties acknowledge and agree that in connection with the
performance of UCI Legal Services or AH Legal Services, UCI, AH, each Affiliate and their
respective personnel may disclose to legal counsel provided by UCI or AH and the UCI Legal Team or
the AH Legal Team, as the case may be, information that is subject to the attorney client, attorney
work product or other related privileges. Each of UCI and AH agrees to keep this information
confidential and not disclose to third parties without the consent of the other party and/or its
applicable Affiliate to the fullest extent permitted or required by law.



VI. RECORDS RETENTION




     6.1 General. During the Term of this Agreement and for not less than five (5) years
thereafter, each party shall retain adequate books and records of all transactions arising under
this Agreement, maintained in accordance with generally accepted standards of recordkeeping.



     6.2 Inspections. One time a year during the Term and once upon termination of this
Agreement and during ordinary business hours and with at least seventy-two (72) hours’ notice to
the other party, a representative of the UCI or AH may, at its own cost and expense, inspect all
documents, records, reports, books, files, procedures and other materials related to this



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Agreement.




VII. COMPLIANCE WITH LAWS AND REGULATIONS




     7.1 Compliance with Laws. Each of UCI and AH shall perform its duties and
responsibilities hereunder in compliance with all applicable federal, state and local laws and
regulations (collectively, “Applicable Laws and Regulations”).



     7.2 Commercial Reasonableness. The parties acknowledge and agree that the compensation
terms of this Agreement are set at fair market value, are commercially reasonable, have been
negotiated in an arms-length transaction.



VIII. INDEMNIFICATION AND HOLD HARMLESS.




     8.1 UCI agrees to defend, indemnify and hold harmless AH and the AH Affiliates and their
respective employees, officers, directors, agents and shareholders (collectively, “AH
Indemnified Parties”), from and against any and all losses, claims, damages, expenses or
liabilities, including reasonable attorneys’ fees (collectively, “AH Losses”) suffered or
incurred by AH Indemnified Parties, resulting from or in any way connected with (i) UCI’s or a UCI
Affiliate’s breach of any terms or provisions of this Agreement; or (ii) UCI’s or a UCI Affiliate’s
negligence or willful misconduct.



     8.2 AH agrees to defend, indemnify and hold harmless UCI and the UCI Affiliates and their
respective employees, officers, directors, agents and shareholders (collectively, “UCI
Indemnified Parties”), from and against any and all losses, claims, damages, expenses or
liabilities, including reasonable attorneys’ fees (collectively, “UCI Losses”) suffered or
incurred by UCI Indemnified Parties, resulting from or in any way connected with (i) AH’s or an AH
Affiliate’s breach of any terms or provisions of this Agreement; or (ii) AH’s or an AH Affiliate’s
negligence or willful misconduct.



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     8.3 Notwithstanding any other provision of this Agreement, in no event shall a party’s
liability under this Agreement in any 12 month period exceed the total fees payable by the other
party and its Affiliates under this Agreement in that 12 month period.



IX. MISCELLANEOUS PROVISIONS




     9.1 Communication. UCI and AH shall each appoint one representative (the
“Representative”) as the primary contact point to facilitate communication between the
parties, who shall ensure an open line of communication. In connection with this Agreement, each
party shall execute and deliver any additional documents and instruments and perform any additional
acts that may be necessary or appropriate to effectuate and perform the provisions of this
Agreement. Each Representative shall serve as a liaison for communications and the exchange of
materials, as applicable.



     9.2 Independent Contractor. UCI, on one hand, and AH, on the other hand, are
independent contractors. Nothing in this Agreement shall create an employment, partnership, joint
venture, or any other relationship between the parties. Neither party shall be considered the agent
or attorney in fact of the other party and shall not be acting in a fiduciary capacity with respect
to the other party. Neither party shall have the right to employ or contract with any person or
entity for or on behalf of the other party. By entering into this Agreement, neither party to this
Agreement is, in any way, assuming any liabilities, debts or obligations of the other party,
whether now existing or hereafter created.



     9.3 No Waiver. A party to this Agreement may decide not to require, or fail to
require, full or timely performance of any obligation arising under this Agreement. The decision
not to require, or failure of a party to require, full or timely performance of any obligation
arising
under this Agreement (whether on a single occasion or on multiple occasions) shall not be



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deemed a waiver of any such obligation. No such decisions or failures shall give rise to any claim
of estoppel, laches, course of dealing, amendment of this Agreement by course of dealing, or other
defense of any nature to any obligation arising hereunder.




     9.4 Notices. Any and all notices or other communications necessary or desirable to be
served hereunder shall be in writing and shall be delivered personally, sent by certified mail or
overnight delivery service to the intended recipient at the address for such intended recipient set
forth below, or sent by electronic means to the email address or fax number for such intended
recipient. Any notice sent by mail as provided above shall be deemed delivered on the second (2nd)
business day next following the postmark date which it bears. Any notice sent by electronic means
or hand delivery as provided above shall be deemed delivered when sent. Any notice sent by a
nationally recognized overnight carrier shall be deemed delivered on the next business day next
following the postmarked date which it bears.



	 	 	 	 	 

	 

	 	To AH:
	 	Autoparts Holding Limited
	 

	 	 	 	Level 9, 148 Quay Street
	 

	 	 	 	Auckland, 1140 New Zealand
	 

	 	 	 	Attn: Helen Golding
	 
	 	 	 	 
	 

	 	To UCI:
	 	UCI International, Inc.
	 

	 	 	 	United Components
	 

	 	 	 	14601 Highway 41 North
	 

	 	 	 	Evansville, IN 47725 USA
	 

	 	 	 	Attn: Keith Zar






     9.5 No Special or Consequential Damages. Neither party shall be entitled to recover
special, consequential, exemplary or punitive damages from the other party, and each party hereby
waives any claim or right to special, consequential, exemplary or punitive damages hereunder, even
if caused by the active, passive, sole, joint, concurrent or comparative
negligence, strict liability, or other fault of any party.



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     9.6 Headings. Article and Section headings are for convenience of reference only and
shall not be used to construe the meaning of any provision of this Agreement.



     9.7 Counterparts. This Agreement may be executed in any number of counterparts,
including by facsimile signature, each of which shall be an original and all of which shall
together constitute one agreement.



     9.8 Construction. This Agreement and all the provisions of this Agreement, shall be
deemed drafted by each of the parties hereto, and shall not be construed against either party on
the basis of that party’s role in drafting this Agreement.



     9.9 Successors and Assigns. Except as expressly provided herein, this Agreement may
not be assigned by any party hereto without the prior written consent of the other party and any
attempted assignment or delegation without such consent shall be void and of no effect. This
Agreement shall be binding upon and shall insure to the benefit of the parties and their respective
successors and permitted assigns.



     9.10 Third Party Beneficiaries. Nothing in this Agreement shall provide any benefit
to any person or entity other than the parties, the AH Indemnified Parties, the UCI Indemnified
Parties and the Affiliates hereto and their respective successors and permitted assigns, any
rights, benefits or remedies under or by reason of this Agreement.



     9.11 Unenforceability. Should any part of this Agreement be determined to be legally
invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and
enforceability of the remaining portions.



     9.12 Governing Law and Venue. This Agreement shall be construed in accordance with the
internal substantive laws of the State of Illinois, without regard to conflict of laws
principles. The parties agree that any claim brought by any party against another party or any of



18









 




its members or their respective affiliates or their respective employees, independent
contractors or agents must be maintained only in the state or federal courts sitting in Chicago,
Illinois.




     9.13 Amendment; Binding Effect. This Agreement may not be modified except in writing
executed by both parties. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.



     9.14 Entire Agreement. This Agreement together with the Exhibits hereto constitutes
the entire agreement of the parties hereto and supersedes all prior agreements and representations
with respect to the subject matter hereof



     9.15 Survival. Any covenants intended to be performed subsequent to the termination of
this Agreement, along with any representations and warranties made herein, including, without
limitation, the provisions of Sections 2.2, 2.3, 4.5, 9.2, 9.3, 9.4, 9.5 — 9.16 and
Articles II, V, VI, VII, VIII and shall survive termination of this Agreement.



     9.16 Affiliates. Each party agrees and acknowledges to cause its respective Affiliates
to comply with and satisfy all representations, warranties, covenants and agreements made by it
hereunder as if such representations, warranties, covenants and agreements had been made by its
Affiliates.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.



	 	 	 	 	 
	UCI INTERNATIONAL, INC.

 	 	 
	By:  	/s/ Helen Golding 	 	 
	Its:  	Vice President 	 	 
	 	  	 	 	 
	 	  	 	 	 
	 
	AUTOPARTS HOLDINGS LIMITED

 	 	 
	By:  	/s/ MT Dunkley 	 	 
	Its:  	Authorized Representative 	 	 



19









 





	 	 	 	 	 





Exhibit A




Affiliates




	1.	 	UCI Affiliates






	 	a.	 	Airtex (Tianjin) Auto Parts, Inc. (China)
	 
	 	b.	 	Champion International Automotive Parts (Suzhou) Co., Ltd.
(China)
	 
	 	c.	 	UCI (Shanghai) Trading Company Limited (China)
	 
	 	d.	 	ASC (Beijing) Consulting Co., Ltd. (China)
	 
	 	e.	 	ASC (Tianjin) Auto Parts Inc. (China)
	 
	 	f.	 	ASC (Tianjin) Water Pump Company Ltd. (China)
	 
	 	g.	 	Eurosofiltra SARL (France)
	 
	 	h.	 	Airtex Tianjin Auto Parts Holding Company Limited (Hong Kong)
	 
	 	i.	 	Champion International Automotive Holding Co. (Hong Kong)
	 
	 	j.	 	Airtex Tianjin Autoparts Holding Company Limited (Hong Kong)
	 
	 	k.	 	ASC (Beijing) Consulting (Holdings) Company Limited (Hong
Kong)
	 
	 	l.	 	UCI (Hong Kong) Holding Company Limited (Hong Kong)
	 
	 	m.	 	Talleres Mecanicos Montserrat, S.A. de C.V. (Mexico)
	 
	 	n.	 	Wells Manufacturera de Mexico, S.A. de C.V. (Mexico)
	 
	 	o.	 	Filtros Champion Laboratories, S. de R.L. de C.V. (Mexico)
	 
	 	p.	 	Filtros Champion Sales de Mexico S. de R.L. de C.V. (Mexico)
	 
	 	q.	 	UCI Holdings (No.2) Limited (New Zealand)
	 
	 	r.	 	UCI Holdings (No.1) Limited (New Zealand)
	 
	 	s.	 	UCI Holdings Limited (New Zealand)
	 
	 	t.	 	Airtex Products S.A. (Spain)
	 
	 	u.	 	United Components, Inc. (USA)




20









 












	 	v.	 	UCI Investments, L.L.C. (USA)
	 
	 	w.	 	UCI-Airtex Holdings Inc. (USA)
	 
	 	x.	 	UCI-Wells Holdings, L.L.C. (USA)
	 
	 	y.	 	Champion Laboratories, Inc. (USA)
	 
	 	z.	 	Wells Manufacturing L.P. (USA)
	 
	 	aa.	 	Airtex Products, LP (USA)
	 
	 	bb.	 	Airtex Industries, LLC (USA
	 
	 	cc.	 	Wells Mexico Holdings Corp. (USA)
	 
	 	dd.	 	ASC Holdco, Inc. (USA)
	 
	 	ee.	 	ASC Industries, Inc. (USA)
	 
	 	ff.	 	ASC International Incorporated (USA)
	 
	 	gg.	 	UCI Acquisition Holdings (No.1) Corp. (USA)
	 
	 	hh.	 	UCI Acquisition Holdings (No.2) Corp. (USA)
	 
	 	ii.	 	UCI Acquisition Holdings (No.3) Corp. (USA)
	 
	 	jj.	 	Fuel Filter Technologies, Inc. (USA)
	 
	 	kk.	 	UCI Pennsylvania, Inc. (fka Neapco, Inc.) (USA)
	 
	 	ll.	 	Champion Laboratories (Europe) Limited (UK)
	 
	 	mm.	 	Eurofilter ECS Limited (UK)
	 
	 	nn.	 	Eurofilter (Air Filters) Limited (UK)






	2.	 	AH Affiliates






	 	a.	 	Holt Lloyd Australasia Pty Limited (Australia)
	 
	 	b.	 	FRAM Group (Canada) Inc. (Canada)
	 
	 	c.	 	Holt Lloyd S.r.l. (Italy)
	 
	 	d.	 	Musashi Holt Co., Ltd. (Japan)




21









 












	 	e.	 	Nippon Kigyo KK (Japan)
	 
	 	f.	 	Autoparts Holdings (Luxembourg) S.à r.l. (Luxembourg)
	 
	 	g.	 	Autoparts Holdings (Luxembourg) I S.à r.l. (Luxembourg)
	 
	 	h.	 	FRAM Group Holdings México, S.A. de C.V. (Mexico)
	 
	 	i.	 	FRAM Group Operations Mexicali, S.A. de C.V. (Mexico)
	 
	 	j.	 	FRAM Group Operations Mexico City, S.A. de C.V. (Mexico)
	 
	 	k.	 	FRAM Group Services México, S.A. de C.V. (Mexico)
	 
	 	l.	 	Holt Lloyd B.V. (Netherlands)
	 
	 	m.	 	Autoparts Holdings (No. 1) Limited (NZ)
	 
	 	n.	 	Autoparts Holdings (No. 2) Limited (NZ)
	 
	 	o.	 	Holt Lloyd Limited (NZ)
	 
	 	p.	 	Holt Lloyd Holdings Limited (NZ)
	 
	 	q.	 	Holt Lloyd & Raposo LDA (Portugal)
	 
	 	r.	 	FRAM Group (Singapore) Pte. Ltd (Singapore)
	 
	 	s.	 	Holts (Proprietary) Limited (South Africa)
	 
	 	t.	 	Holt Holdings (UK) Limited (UK)
	 
	 	a.	 	Holt Lloyd Group Limited (UK)
	 
	 	b.	 	Holt Lloyd Services (UK) Limited (UK)
	 
	 	c.	 	Holt Lloyd Holdings Limited (UK)
	 
	 	d.	 	Holt Products Limited (UK)
	 
	 	e.	 	Holt Lloyd International Limited (UK)
	 
	 	f.	 	Holt Lloyd Limited (UK)
	 
	 	g.	 	Entred 9 Limited (UK)
	 
	 	h.	 	Redex Limited (UK)




22









 












	 	i.	 	Holt Lloyd CDM Limited (UK)
	 
	 	u.	 	FRAM Group Holdings Inc. (USA)
	 
	 	v.	 	FRAM Group IP LLC (USA)
	 
	 	w.	 	Prestone Products Corporation (USA)
	 
	 	x.	 	Alslip Packaging, Inc. (USA)
	 
	 	y.	 	FRAM Group Operations LLC (USA)
	 
	 	z.	 	Prestone Holdings Inc. (USA)
	 
	 	aa.	 	Autolite Operations LLC (USA)




23









 












Exhibit B




UCI Services





	1.	 	UCI Legal Services.






	 	a.	 	UCI will provide, directly through its General Counsel, or in-house legal
staff, or indirectly through UCI’s outside counsel, the following Legal Services (as
agreed to by the parties from time-to-time):






	 	i.	 	Counseling on all types of legal issues, including
but not limited to, corporate, commercial, employment, ERISA, intellectual
property and litigation matters.
	 
	 	ii.	 	Provide all necessary Legal Services to AH
Affiliates, including the retention of outside counsel, consultants and
experts.






	 	b.	 	AH and each AH Affiliate agree to retain and consent to the retention of
UCI’s General Counsel and outside counsel (UCI Legal Team) designated by UCI’s general
counsel as AH’s and each AH Affiliate’s attorney. AH and each Affiliate waive any
actual or potential conflict of interest that exists on the effective date of the
Agreement or arises thereafter with respect to the Legal Services provided directly or
indirectly under the Agreement. UCI represents that it is currently unaware of any
material conflicts of interest posed by provision of Legal Services except as set
forth in this Exhibit B. With respect to this Exhibit B, AH and the AH
Affiliates knowingly and voluntarily waive any actual, potential or future conflicts of interest posed or potentially posed





24









 











	 	 	 	by the
provision of the Legal Services.
	 
	 	c.	 	UCI and the UCI Legal Team shall preserve all Confidential Information and
privileged information, data and materials of AH and the AH Affiliates to the fullest
extent permitted by law.
	 
	 	d.	 	UCI will, to the extent possible, segregate and screen AH and AH Affiliate
legal matters to fully preserve all attorney-client and work product privileges.
	 
	 	e.	 	In the event a conflict of interest arises, UCI’s General Counsel shall
submit the conflict to independent outside counsel to determine if it can be waived.
If it cannot be waived, the matter or representation shall be assigned to independent
outside counsel and the fees and expenses arising from the matter shall be for AH’s or
the applicable AH Affiliate’s account. Such conflict shall not disqualify UCI from
otherwise providing Legal Services under this Agreement.






	2.	 	UCI Other Services.






	 	a.	 	UCI will provide certain Other Services including:






	 	i.	 	directly through its corporate head office staff,
executive management, procurement management, finance, IT management,
human resources management, non-plant operational staff, sales and
marketing services, and integration
services; and




25









 












	 	ii.	 	directly through staff in its filtration business,
services relating to the filtration business including filtration
executive management, sales and marketing, research and development,
finance, human resources, procurement, operational non-plant staff
functions and integration services;
	 
	 	iii.	 	information technology infrastructure and data centre
services to be agreed by the parties from time to time.






	3.	 	UCI Shared Facilities
	 
	 	 	UCI will provide certain UCI Shared Facilities to be agreed by the parties in writing from
time to time.






26











 





Exhibit C




          AH Services





	1.	 	AH Legal Services.






	 	a.	 	AH will provide, directly through its General Counsel, or in-house legal
staff, or indirectly through AH’s outside counsel, the following Legal Services (as
agreed to by the parties from time-to-time):






	 	i.	 	Counseling on all types of legal issues, including but not
limited to, corporate, commercial, employment, ERISA, intellectual property
and litigation matters
	 
	 	ii.	 	Provide all necessary Legal Services to UCI Affiliates,
including the retention of outside counsel, consultants and experts.






	 	b.	 	UCI and each UCI Affiliate agree to retain and consent to the retention of
AH’s General Counsel and outside counsel (AH Legal Team) designated by AH’s general
counsel as UCI’s and each UCI Affiliate’s attorney. UCI and each Affiliate waive any
actual or potential conflict of interest that exists on the effective date of the
Agreement or arises thereafter with respect to the Legal Services provided directly or
indirectly under the Agreement. AH represents that it is currently unaware of any
material conflicts of interest posed by provision of Legal Services except as set
forth in this Exhibit C. With respect to this Exhibit C, UCI and the
UCI Affiliates knowingly and voluntarily waive




27









 












	 	 	 	any actual, potential or future conflicts of interest posed or potentially posed by the
provision of the Legal Services.
	 
	 	c.	 	AH and the AH Legal Team shall preserve all Confidential Information and
privileged information, data and materials of UCI and the UCI Affiliates to the
fullest extent permitted by law.
	 
	 	d.	 	AH will, to the extent possible, segregate and screen UCI and UCI Affiliate
legal matters to fully preserve all attorney-client and work product privileges.
	 
	 	e.	 	In the event a conflict of interest arises, AH’s General Counsel shall submit
the conflict to independent outside counsel to determine if it can be waived. If it
cannot be waived, the matter or representation shall be assigned to independent
outside counsel and the fees and expenses arising from the matter shall be for UCI’s
or the applicable UCI Affiliate’s account. Such conflict shall not disqualify AH from
otherwise providing Legal Services under this Agreement.






	2.	 	AH Other Services.






	 	 	 	AH will provide certain Other Services including:






	 	i.	 	directly through its corporate head office staff,
executive management, procurement management, finance, IT management,
human resource management, non-plant operational staff functions, sales
and marketing services, and integration services; and




28









 












	 	ii.	 	directly through staff in its filtration business,
services relating to the filtration business including filtration
executive management, sales and marketing, research and development,
finance, human resources, procurement, operational non-plant staff
functions and integration services; and
	 
	 	iii.	 	information technology infrastructure and data centre
services to be agreed by the parties from time to time.






	3.	 	AH Shared Facilities
	 
	 	 	AH will provide certain AH Shared Facilities to be agreed by the parties in writing
from time to time.




29









 











Exhibit D




Services Fees




	1.	 	UCI Service Fees





     Legal Services



	 	 	 
	Description of Service	 	Methodology for calculation of Service Fee
	Legal services (through General
Counsel and other legal personnel as
designated from time to time)

	 	Actual cost of executive (salary,
bonus, and benefits) plus corporate
staff (if any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH based
on the relative sales achieved in
the calendar quarter immediately
prior to the relevant Billing
Period of (a) UCI and Affiliates
and (b) AH and Affiliates







	 	a.	 	Other Services





	 	 	 
	Description of Service	 	Methodology for calculation of Service Fee
	Corporate executive management services
(through CEO and CFO)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate human resources management

(through VP HR)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate






30









 






	 	 	 

	 

	 	staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate procurement management services

(through VP Procurement)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate finance services (through
Treasury/Risk Management Director,
Director of Tax, Director of Internal
Auditor and other personnel as designated
from time to time)

	 	Actual cost of employees
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate IT management services (through 

VP IT Services)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates






31









 






	 	 	 

	Corporate sales and marketing services

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Integration services

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Operations Non-Plant Staff Functions

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Filtration — entire function of:

— sales;

— research and development;

— finance

— human resources;

— procurement;

— Operations Non-Plant Staff Functions (VP
Filtration Operations, Filtration EHS,
Filtration Logistics, etc); and

— integration team.

	 	Actual department cost of
shared filtration department
to be allocated between Champ
and FRAM based on relative
sales achieved in the
calendar quarter immediately
prior to the relevant Billing
Period of (a) Champ and (b)
FRAM






32









 







	 	b.	 	Shared Facilities





	 	 	 
	Description of facility	 	Methodology for calculation of fee for use of facility
	UCI Shared Facilities to be agreed by
the parties in writing from time to
time.

	 	UCI Shared Facility costs to be
allocated pro rata to AH or any
Affiliate occupying the shared
facility based on the relative
square footage of the facility
used by AH or the Affiliate (as
appropriate). For leased
facilities, the UCI Shared
Facility costs include the actual
cost of rent plus the actual
facility related expenses (such as
utilities, service charges,
property taxes). In the case of a
shared facility owned by UCI or an
Affiliate, the costs will include
a market rate of rent plus the
actual facility related expenses
(such as utilities, service
charges and property taxes).






33









 






AH Service Fees





	 	a.	 	Legal Services





	 	 	 
	Description of Service	 	Methodology for calculation of Service Fee
	Legal services (through legal
personnel as designated from time to
time)

	 	Actual cost of executive (salary
and bonus) plus a value for
benefits expressed as a fixed
percentage of base pay plus
corporate staff (if any) plus
related departmental general and
administrative costs to be
allocated between UCI and AH based
on the relative sales achieved in
the calendar quarter immediately
prior to the relevant Billing
Period of (a) UCI and Affiliates
and (b) AH and Affiliates







	 	b.	 	Other Services





	 	 	 
	Description of Service	 	Methodology for calculation of Service Fee
	Corporate executive management services
(through CEO and CFO)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate human resources management

(through VP HR)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate






34









 






	 	 	 

	 

	 	staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate procurement management services

(through the VP Procurement)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate finance services (through
Treasury/Risk Management Director,
Director of Tax, Director of Internal
Auditor and other personnel as designated
from time to time)

	 	Actual cost of employees
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Corporate IT management services (through 

VP IT Services)

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates






35









 






	 	 	 

	Corporate sales and marketing services

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Integration services

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Operations Non-Plant Staff Functions

	 	Actual cost of executive
(salary and bonus) plus a
value for benefits expressed
as a fixed percentage of base
pay plus corporate staff (if
any) plus related
departmental general and
administrative costs to be
allocated between UCI and AH
based on the relative sales
achieved in the calendar
quarter immediately prior to
the relevant Billing Period
of (a) UCI and Affiliates and
(b) AH and Affiliates
	 
	 	 
	Filtration — entire function of:

— sales;

— research and development;

— finance

— human resources;

— procurement;

— Operations Non-Plant Staff Functions (VP
Filtration Operations, Filtration EHS,
Filtration Logistics, etc); and

— integration team.

	 	Actual department cost of
shared filtration department
to be allocated between Champ
and FRAM based on relative
sales achieved in the
calendar quarter immediately
prior to the relevant Billing
Period of (a) Champ and (b)
FRAM






36









 







	 	c.	 	Shared Facilities





	 	 	 
	Description of facility	 	Methodology for calculation of fee for use of facility
	AH Shared Facilities to be agreed by
the parties in writing from time to
time.

	 	AH Shared Facility costs to be
allocated pro rata to UCI or any
Affiliate occupying the shared
facility based on the relative
square footage of the facility
used by UCI, or the Affiliate (as
appropriate). For leased
facilities, the AH Shared Facility
costs include the actual cost of
rent plus the actual facility
related expenses (such as
utilities, service charges,
property taxes). In the case of a
shared facility owned by AH or an
Affiliate, the costs will include
a market rate of rent plus the
actual facility related expenses
(such as utilities, service
charges and property taxes).







37