SECOND AMENDMENT
SECOND AMENDMENT, dated as of June 7, 1996 (this "AMENDMENT"), to the
Credit Agreement, dated as of July 19, 1994 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT 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 CHEMICAL 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
Credit Agreement;
WHEREAS, King-O-Matic Industries Limited ("KING-O-MATIC") and Mascot
Truck Parts, Inc. ("MASCOT; together with King-O-Matic, the "CANADIAN
SUBSIDIARIES") are Subsidiaries of the Borrower; and
WHEREAS, the Borrower has requested that the Lenders and the Agent
agree to amend certain provisions of the Credit 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 Company, the Lenders and the Agent hereby agree as
follows:
1. DEFINITIONS. All terms defined in the Credit
Agreement shall have such defined meanings when used herein unless otherwise
defined herein. Subsection 1.1 of the Credit Agreement is hereby amended to add
thereto the following definition: "`CANADIAN SUBSIDIARIES': the collective
reference to Mascot Truck Parts, Inc. and King-O-Matic Industries Limited."
2. AMENDMENT OF SUBSECTION 8.2. (a) Subsection 8.2 of the Credit
Agreement is hereby amended by inserting the words "and the Canadian
Subsidiaries" after the word "Borrower" in clause (g) thereof and adding at the
end of such clause (g) the following:
", PROVIDED, that the portion thereof constituting Indebtedness of the
Canadian Subsidiaries shall not at any time exceed an aggregate principal
amount outstanding equivalent at such time to $2,750,000 (U.S. Dollars)."
3. AMENDMENT OF SUBSECTION 8.3. (a) Subsection 8.3 of the Credit
Agreement is hereby amended by removing the word "and" at the end of paragraph
(i), removing the period at the end of paragraph (j), and adding thereafter the
following:
"and
(k) Liens on accounts and inventory of the Canadian Subsidiaries
securing Indebtedness of the Canadian Subsidiaries incurred under paragraph
(g) of subsection 8.2 in an aggregate principal amount outstanding at any
time not to exceed an amount equivalent at such time to $2,500,000 (U.S.
Dollars)."
4. RESTRICTIONS ON INVESTMENTS, MERGERS, ETC.. Notwithstanding any
other provision in the Credit Agreement to the contrary, (a) the Borrower and
its Subsidiaries (except the Canadian Subsidiaries) shall not be permitted to
make any advance, loan, extension of credit or capital contribution to, or make
any other investment in, or assume or suffer to exist any Guarantee Obligation
in favor or for the benefit of, either Canadian Subsidiary, PROVIDED that the
Borrower and its Subsidiaries shall be permitted to make any of the foregoing
that, but for the provisions of this Amendment, they otherwise would have been
permitted to make if and to the extent that the aggregate principal amount of
all such advances, loans, investments and other such obligations does not exceed
at any time an amount equivalent at such time to $2,500,000 (U.S. Dollars)
outstanding (excluding any investment made prior to the date hereof and
evidenced by the capital stock of any Canadian Subsidiary held by the Borrower
on the date hereof); and (b) references in clauses (i) and (ii) of subsection
8.5 of the Credit Agreement to any Subsidiary of the Borrower shall be deemed to
be references to Subsidiaries of the Borrower other than the Canadian
Subsidiaries.
5. RELEASE OF PLEDGED COLLATERAL. The Agent hereby releases the
security interests in the assets covered or to be covered by the Liens permitted
under subsection 8.3(k), and agrees to execute such filings as may reasonably be
requested by the Borrower to terminate any filings evidencing such Liens, all at
the expense of the Borrower, and the Lenders hereby authorize the Agent to do
all of the foregoing.
6. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof, and
after giving effect to this Amendment, the Company confirms, reaffirms and
restates that the representations and warranties set forth in Section 5 of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects, PROVIDED that the references to the Credit Agreement therein
shall be deemed to be references to this Amendment and to the Credit Agreement
as amended by this Amendment.
7. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on and as of the date (the "AMENDMENT EFFECTIVE DATE") that the Agent
shall have received 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.
8. LIMITED AMENDMENT. Except as expressly waived and amended
herein, the Credit 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 Credit 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
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under or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein, as the same may be amended from time to time.
9. COSTS AND EXPENSES. The Company 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.
10. 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.
11. 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:
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Title:
CHEMICAL BANK, as Agent and as a Lender
By:
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Title:
XXXXXX FINANCIAL, INC.
By:
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Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
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Title:
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CONSENT
Each of the undersigned Parent and Subsidiary 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 HOLDINGS CORP.
By:
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Title:
RPM MERIT, INC.
By:
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Title:
AARON'S AUTOMOTIVE PRODUCTS, INC.
By:
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Title:
MAMCO CONVERTERS, INC.
By:
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Title:
H.T.P., INC.
By:
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Title:
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KING-O-MATIC INDUSTRIES LIMITED
By:
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Title:
MASCOT TRUCK PARTS, INC.
By:
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Title:
CRS HOLDINGS CORP.
By:
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Title:
COMPONENT REMANUFACTURING
SPECIALISTS, INC.
By:
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Title:
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