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- S-4 Registration of securities issued in business combination transactions
- 2.1 Purchase Agreement
- 3.1 Amended & Restated Certif of Inc. for Uci
- 3.2 Certificate of Formation of Airtex Products
- 3.3 Certificate of Incorporation of Champion Labs,inc.
- 3.4 Certificate of Incorporation of Uci-airtex
- 3.5 Certificate of Formation of Uci Investments, LLC
- 3.6 Articles of Incorporation of Airtex Products,inc.
- 3.7 Articles of Incorporation of Airtex Products, Inc.
- 3.8 Amended & Restated Articles of Inc. for Chefford
- 3.9 Articles of Incorp of Pee Cee Manufacturing Co.
- 3.10 Articles of Inc for Fuel Filter Technologies, Inc.
- 3.11 Articles of Incorporation of Pioneer, Inc.
- 3.12 Certificate of Incorporation of Neapcor Inc.
- 3.13 Articles of Incorporation of Wells Manufacturing
- 3.14 Bylaws of United Components, Inc.
- 3.15 Limited Liability Co Agt of Airtex Products, LLC
- 3.16 By-laws of Champion Laboratories, Inc.
- 3.17 Bylaws of Uci-airtex Holdings,inc.
- 3.18 LTD Liability Co Agt of Uci Investment, LLC
- 3.19 Amendment to Bylaws of Mid-south MFG., Inc.
- 3.20 Amended and Restated Bylaws of Airtex Prod,inc
- 3.21 Amended & Restated Bylaws of Cheford Master Man
- 3.22 Amended & Restated Bylaws of Pee Cee Manufacture
- 3.23 Amendment to Bylaws of Fuel Filter Tech, Inc.
- 3.24 Bylaws of Pioneer, Inc.
- 3.25 Amendment to Bylaws of Neapco Inc.
- 3.26 Bylaws of Wells MFG,CORP
- 4.1 Indenture Between Uci and Wells Fargo Bank
- 4.3 Registration Rights Agreement
- 4.4 Purchase Agreement
- 5.1 Opinion of Latham & Watkins LLP
- 5.2 Opinion of Michell, Williams, Selig, Gates & WD
- 5.3 Opinion of Miller, Canfield, Paddock & Stone
- 5.4 Opinion of Watkins Ludlam Winter & Stennis, P.a
- 5.5 Opinion of Monteverde, Mcalee & Hurd, P.C
- 5.6 Opinion of Quarles & Brady LLP
- 10.1 Credit Agreement Dated June 20, 2003
- 10.2 Guarantee and Collateral Agreement
- 10.3 Management Agreement
- 10.4 Employment Agreement Term Sheet
- 10.5 Employment Agreement-bruce Zorich
- 10.6 Stock Option Plan of Uci Acquisition Holding, Inc.
- 10.7 Fourth Amended & Restated Champion Laboratories
- 12.1 Compution of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidaries
- 23.7 Consent of Grant Thorton LLP
- 25.1 Statement of Eligibility of Trustee
- 99.1 Letter of Transmittal
- 99.2 Notice of Guaranteed Delivery
- 99.3 Letter to DTC Participants
- 99.4 Letter to Beneficial Holders
- 99.5 Guidelines for Certification of Taxpayer
EXHIBIT 3.2
CERTIFICATE OF FORMATION
OF
AIRTEX PRODUCTS, LLC
This Certificate of Formation of Airtex Products, LLC, dated as of May 22, 2003, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).
1. The name of the limited liability company is Airtex Products, LLC.
2. The address of its registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Airtex Products, LLC this 22nd day of May. 2003.
By: | /s/ A. Donald Depore III . Name: A. Donald Depore III Title: Authorized Person |