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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 3.5
CERTIFICATE OF FORMATION
OF
UCI INVESTMENTS, L.L.C.
The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:
FIRST:The name of the limited liability company (hereinafter called the “limited liability company”) is:
UCI Investments, L.L.C.
SECOND:The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are:
The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801 |
Executed on May 15, 2003
/s/ Eleanor R. Horsley Eleanor R. Horsley Authorized Person |