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:
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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/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxxxx Xx.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
BANK ONE N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: First Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: XX
XXXXXX TRUST AND
SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
LASALLE BANK NATIONAL
ASSOCIATION
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
AARON'S AUTOMOTIVE PRODUCTS, INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
ACI ELECTRONICS HOLDING CORP.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
ACI ELECTRONICS INVESTMENT CORP.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
ATC ELECTRONICS & LOGISTICS, L.P.
By: ACI ELECTRONICS HOLDING
CORP., its General Partner
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
ATS REMANUFACTURING, INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
COMPONENT REMANUFACTURING
SPECIALISTS, INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
AUTOCRAFT REMANUFACTURING CORP.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
AUTOCRAFT INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
