Amendment to Amended and Restated Credit Agreement among Aftermarket Technology Corp., Lenders, and The Chase Manhattan Bank (March 1, 2001)
Summary
This amendment updates certain terms of the existing credit agreement between Aftermarket Technology Corp., several banks and financial institutions as lenders, and The Chase Manhattan Bank as agent. The changes include revised definitions, expanded guarantee obligations, and minor textual updates. The amendment becomes effective once all parties sign and certain fees are paid. All other terms of the original agreement remain in effect. The amendment is governed by New York law and is consented to by all relevant guarantors.
EX-10.58 3 a2040857zex-10_58.txt AMENDMENT EXHIBIT 10.58 CONFORMED COPY AMENDMENT AMENDMENT, dated as of March 1, 2001 (this "AMENDMENT"), to the Amended and Restated Credit Agreement, dated as of March 6, 1998 (as amended, supplemented or otherwise modified from time to time, the "AGREEMENT"), among AFTERMARKET TECHNOLOGY CORP., a Delaware corporation (the "BORROWER"), the several banks and other financial institutions from time to time parties thereto (the "LENDERS") and THE CHASE MANHATTAN BANK, a New York banking corporation, as agent (in such capacity, the "AGENT"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Lenders and the Agent are parties to the Agreement; and WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions contained in the Agreement, and the Lenders and the Agent are agreeable to such request upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Agent hereby agree as follows: 1. DEFINITIONS. All terms defined in the Agreement shall have such defined meanings when used herein unless otherwise defined herein. 2. AMENDMENT OF SUBSECTION 1.1. The definition of "U.K. SUBSIDIARIES" in subsection 1.1 of the AGREEMENT is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following: ""U.K. SUBSIDIARIES": U.K. Holdings and its Subsidiaries." 3. AMENDMENT OF SUBSECTION 8.4. Subsection 8.4 of the Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (h) thereof and substituting in lieu thereof a COMMA, (ii) replacing the period at the end of clause (i) thereof with the phrase ", and" and (iii) adding at the end of such subsection the following: "(j) Guarantee Obligations of the Borrower in respect of Indebtedness of the U.K. Subsidiaries permitted by subsection 8.2(f)." 4. AMENDMENT OF SUBSECTION 8.8(A). Subsection 8.8(a) of the Agreement is hereby amended by deleting from clause (ii) thereof the phrase "in respect of any management SUBSCRIPTION or similar employment agreement". 5. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof, and after giving effect to this Amendment, the Borrower confirms, reaffirms and restates that the representations and warranties set forth in subsection 5 of the Agreement and in the other Loan Documents are true and correct in all material respects, PROVIDED that the references to the Agreement therein shall be deemed to be references to this Amendment and to the Agreement as amended by this Amendment. 6. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on and as of the date that the Agent shall have received: (a) counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each of the Borrower, the Agent, and the Required Lenders, along with the written consent of each Subsidiary Guarantor in the form attached hereto; and (b) an amendment fee for the account of each Lender executing this Amendment and delivering its executed signature page to the Agent prior to 12 noon, New York City time, on March 1, 2001 in the amount equal to 0.075% of the sum of such Lender's Aggregate Outstanding Extensions of Credit and its unutilized Commitments as of such date. 7. LIMITED AMENDMENT. Except as expressly amended herein, the Agreement shall continue to be, and shall remain, in full force and effect. This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Agreement or any other Loan Document or to prejudice any other right or rights which the Lenders may now have or may have in the future under or in connection with the Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time. 8. COSTS AND EXPENSES. The Borrower agrees to pay or reimburse the Agent for all its reasonable and customary out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, and the consummation of the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of its counsel. 9. COUNTERPARTS. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written. AFTERMARKET TECHNOLOGY CORP. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President THE CHASE MANHATTAN BANK, as Agent and as a Lender By: /s/ Richard W. Duker ----------------------------------------------- Name: Richard W. Duker Title: Vice President BANK OF AMERICA, N.A. By: /s/ William S. Richards Jr. ----------------------------------------------- Name: William S. Richards Jr. Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ F.C.H. Ashby ----------------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations BANK ONE N.A. By: /s/ William J. Maxbauer ----------------------------------------------- Name: William J. Maxbauer Title: First Vice President FIRST UNION NATIONAL BANK By: /s/ Kent Davis ----------------------------------------------- Name: Kent Davis Title: VP HARRIS TRUST AND SAVINGS BANK By: /s/ Keith R. Niebrugge ----------------------------------------------- Name: Keith R. Niebrugge Title: Vice President LASALLE BANK NATIONAL ASSOCIATION By: /s/ James J. Hess ----------------------------------------------- Name: James J. Hess Title: Vice President NATIONAL CITY BANK By: /s/ Matthew R. Klinger ----------------------------------------------- Name: Matthew R. Klinger Title: Vice President CONSENT Each of the undersigned Guarantors hereby consents and agrees to the provisions of the foregoing Amendment, and hereby affirms that upon the effectiveness of the foregoing Amendment, each Loan Document to which it is a party shall continue to be, and shall remain, in full force and effect. AFTERMARKET TECHNOLOGY CORP. By: /s/ Joseph Salamunovich ------------------------------------------------ Name: Joseph Salamunovich Title: Vice President AARON'S AUTOMOTIVE PRODUCTS, INC. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President ACI ELECTRONICS HOLDING CORP. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President ACI ELECTRONICS INVESTMENT CORP. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President ATC ELECTRONICS & LOGISTICS, L.P. By: ACI ELECTRONICS HOLDING CORP., its General Partner By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President ATS REMANUFACTURING, INC. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President COMPONENT REMANUFACTURING SPECIALISTS, INC. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President AUTOCRAFT REMANUFACTURING CORP. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President AUTOCRAFT INDUSTRIES, INC. By: /s/ Joseph Salamunovich ----------------------------------------------- Name: Joseph Salamunovich Title: Vice President
