Exhibit 10.31


 


FIRST AMENDMENT (this “Amendment”),
dated as of December 12, 2003, to the CREDIT AGREEMENT dated as of February 8,
2002 (the “Credit Agreement”), among AFTERMARKET TECHNOLOGY CORP., a
Delaware corporation (the “Borrower”), the several banks and financial
institutions parties thereto (the “Lenders”), JPMORGAN CHASE BANK, a New
York banking corporation, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), J.P. MORGAN SECURITIES INC. and
CREDIT SUISSE FIRST BOSTON, as joint advisors, joint lead arrangers and joint
bookrunners, and CREDIT SUISSE FIRST BOSTON, as syndication agent.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the
Credit Agreement, the Lenders have agreed to make, and have made, certain loans
and other extensions of credit to the Borrower;


 


WHEREAS, the Borrower has
requested that certain provisions of the Credit Agreement be amended as set
forth herein; and


 


WHEREAS, the Lenders are
willing to agree to such amendments on the terms set forth herein;


 


NOW THEREFORE, in
consideration of the premises and mutual covenants contained herein, the
undersigned hereby agree as follows:


 


I.              Defined Terms.  Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.


 


II.            Amendment to
Section 1.1.  Section 1.1 of the
Credit Agreement is hereby amended by inserting the following defined terms in
their appropriate alphabetical order:


 


““Aurora Stock
Purchase Agreement”: the Stock Purchase Agreement, to be entered into by
the Borrower and Aurora after the First Amendment Effective Date and prior to
the date of the Public Tender Offer, pursuant to which Aurora shall agree to
sell and the Borrower shall agree to purchase the common stock of the Borrower
in an aggregate amount not to exceed $18,443,000 at a price per share equal to
the price per share of the Tendered Shares.


 


“Aurora UK Asset Sale
Repurchase Amount”:  an aggregate
amount not to exceed 30.74% of the UK Asset Sale Retained Amount; provided
that such amount shall be applied in accordance with the provisions of Section
8.8(v).


 


“First Amendment”:  the First Amendment, dated as of December
12, 2003, to this Agreement.


 


“First Amendment
Effective Date” the effective date of the First Amendment.


 

















 


“Public Tender Offer”
a tender offer made by the Borrower to Persons other than Aurora commenced
after the First Amendment Effective Date and completed prior to February 29,
2004, for its common stock, in an aggregate amount not to exceed $41,557,000; provided
that the aggregate amount of such tender offer may be increased by an amount
equal to 69.26% of the UK Asset Sale Retained Amount; provided, further,
that the Borrower shall have complied with the provisions of Section 8.6(h)
prior to effecting such increase.


 


“Tendered Shares”
the aggregate amount of shares purchased by the Borrower pursuant to the Public
Tender Offer.


 


“UK Asset Sale”
the sale of (i) all the outstanding capital stock of Borrower’s subsidiary
Aftermarket Technology (UK) Holdings Ltd., (ii) all the outstanding capital
stock of Aftermarket Technology (UK) Holdings Ltd.’s subsidiary Automotive
Developments Limited, or (iii) substantially all the operating assets of the
subsidiaries of Automotive Developments Ltd.


 


“UK Asset Sale
Prepayment Amount” 50% of any Net Cash Proceeds received pursuant to the UK
Asset Sale.


 


“UK Asset Sale
Retained Amount” a portion of the Net Cash Proceeds received pursuant to
the UK Asset Sale equal to the UK Asset Sale Prepayment Amount, provided
that there shall be no UK Asset Sale Retained Amount unless and until the UK
Asset Sale Prepayment Amount shall have been applied in accordance with the
provisions of Section 8.6(h).”


 


III.           Amendment of
Definition of Consolidated EBITDA. 
The definition of Consolidated EBITDA in Section 1.1 of the Credit
Agreement is hereby amended by adding at the end thereof the following new
sentence: “Solely for purposes of determining compliance by the Borrower with
the covenants set forth herein, “Consolidated EBITDA” shall be defined to add-back,
without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income, charges not described in the preceding sentence
incurred during the applicable period but prior to June 30, 2004 in an
aggregate amount not to exceed $10,300,000; provided that such charges
shall not be added back to Consolidated EBITDA for purposes of determining the
Applicable Margin.”


 


IV.           Amendment of
Definition of Consolidated Net Worth. 
The definition of Consolidated Net Worth in Section 1.1 of the Credit
Agreement is hereby amended by adding at the end thereof the following new
clause (iii): “plus (iii) an amount equal to the lesser of (x) the
aggregate amount of cash Restricted Payments made in accordance with the
provisions of Section 8.8(a)(iv) and (y) $60,000,000”


 


V.            Amendment of
Definition of Pricing Grid.  The
leverage ratios set forth in the definition of Pricing Grid in Section 1.1 of
the Credit Agreement are hereby amended by (a) deleting “Greater than or equal
to 2.50:1.00” and inserting in lieu thereof “Greater than or equal to
2.00:1.00” and (b) deleting “Less than 2.50:1.00, and greater than or equal to
1.50:1.00” and inserting in lieu thereof “Less than 2.00:1.00, and greater than
or equal to 1.50:1.00”.


 


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VI.           Amendment to Section
4.5.  Section 4.5 of the Credit
Agreement is hereby amended by deleting clause (b) in its entirety and
substituting in lieu thereof the following new clause (b):


 


“(b)         If, subsequent to the Closing
Date, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds
from any Asset Sale, then 100% (or in the case of the UK Asset Sale, the UK
Asset Sale Prepayment Amount) of such Net Cash Proceeds shall be applied on the
first Business Day after receipt thereof toward prepayment of the Term Loans
and reduction of the Revolving Commitments as set forth in subsection 4.5(f); provided
that such Net Cash Proceeds (other than the UK Asset Sale Prepayment Amount
which shall be applied toward prepayment of the Term Loans and reduction of the
Revolving Commitments as set forth in subsection 4.5(f)) shall not be required
to be so applied to the extent the Borrower delivers to the Administrative
Agent a certificate that it intends to use such Net Cash Proceeds to acquire
fixed or capital assets for the Borrower or any of its Subsidiaries within 330
days of receipt of such Net Cash Proceeds, it being expressly agreed that any
Net Cash Proceeds not so reinvested shall be applied to prepay the Loans and
permanently reduce the Commitments on the date 330 days after the receipt
thereof; and provided, further that such Net Cash Proceeds (other
than the UK Asset Sale Prepayment Amount which shall be applied toward
prepayment of the Term Loans and reduction of the Revolving Commitments as set
forth in subsection 4.5(f)) shall not be required to be so applied until such
Net Cash Proceeds not applied hereunder exceed $2,500,000 in the aggregate, at
which time all of such unapplied Net Cash Proceeds shall be applied as set
forth in subsection 4.5(f).”.


 


VII.          Amendment to Section
8.1.  Section 8.1 of the Credit
Agreement is hereby amended by


 


(a)           deleting the dates and
ratios for March 31, 2004 through September 30, 2005 in clause (a) thereof and
substituting in lieu thereof the following:


 




	
  “March 31, 2004

  	
  3.00 to 1.00

  
	
   

  	
   

  
	
  June 30, 2004

  	
  3.00 to 1.00

  
	
   

  	
   

  
	
  September 30, 2004

  	
  2.75 to 1.00

  
	
   

  	
   

  
	
  December 31, 2004

  	
  2.50 to 1.00

  
	
   

  	
   

  
	
  March 31, 2005

  	
  2.25 to 1.00

  
	
   

  	
   

  
	
  June 30, 2005

  	
  2.25 to 1.00

  
	
   

  	
   

  
	
  September 30, 2005

  	
  2.25 to 1.00”, 

  






 


(b)           deleting paragraph (c)
thereof in its entirety and substituting the following new paragraph (c) in
lieu thereof :


 


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“(c)         Maintenance of Net
Worth.  Permit the Consolidated Net
Worth of the Borrower at any time to be less than the sum of $175,000,000 plus
50% of the cumulative sum of Consolidated Net Income for each fiscal quarter
(if positive) beginning after the First Amendment Effective Date and ended at
or prior to such time less the aggregate writeoff of intangible assets
constituting goodwill after the First Amendment Effective Date to the extent
reflected in accordance with GAAP on the financial statements of the Borrower
delivered pursuant to Section 7.1 for fiscal periods ending after the First
Amendment Effective Date.” and


 


(c)           deleting any references
to “December 30” in Section 8.1 and substituting, in each instance, in lieu
thereof a reference to “December 31”.


 


VIII.        Amendment to Section
8.6.  Section 8.6 of the Credit
Agreement is hereby amended by deleting the word “and” at the end of paragraph
(f) thereof, deleting the period at the end of paragraph (g) thereof and
substituting in lieu thereof “; and” and adding at the end of such Section the
following new paragraph (h) to read in its entirety as follows:


 


“(h)         the UK Asset Sale; provided
that the UK Asset Sale Prepayment Amount shall be applied on the first Business
Day after receipt thereof toward prepayment of the Term Loans and reduction of
the Revolving Credit Commitments in accordance with subsection 4.5(f).”.


 


IX.           Amendment to Section
8.8.  Section 8.8(a) of the Credit
Agreement is hereby amended by deleting the word “and” at the end of clause
(ii) thereof and substituting a comma in lieu thereof, deleting the period at
the end of clause (iii) thereof and substituting in lieu thereof “and” and
adding at the end of such Section the following new clause (iv) to read in its
entirety as follows:


 


“(iv) make cash
Restricted Payments to repurchase the Borrower’s common stock prior to February
29, 2004, pursuant to (i) the Public Tender Offer and (ii) the Aurora Stock
Purchase Agreement; provided that (x) such repurchase is funded from
available cash other than proceeds of Indebtedness, including proceeds from any
Revolving Credit Loan, (y) immediately after giving effect to such repurchase
there shall be at least $35,000,000 of unused Revolving Credit Commitments and
(z) any available cash not used prior to February 29, 2004 in connection with
such repurchase shall not be available for additional repurchases after such
date other than in accordance with the provisions of Sections 8.8(a)(i) and
8.8(a)(ii).


 


(v) make cash Restricted
Payments to repurchase the Borrower’s common stock after the First Amendment
Effective Date and prior to June 30, 2005, pursuant to (A) open market
purchases of such common stock by the Borrower in an aggregate amount not to
exceed the UK Asset Sale Retained Amount minus the aggregate amount of
the Aurora UK Asset Sale Repurchase Amount used to repurchase the common stock
of the Borrower from Aurora in accordance with the terms of this Section
8.8(a)(v) and (B) the purchase from Aurora of the common stock of the Borrower
in an aggregate amount not to exceed the Aurora UK Asset Sale Repurchase
Amount; provided that (w) the UK Asset Sale has occurred, (x) such
repurchase is funded solely from the UK Asset Sale Retained Amount and is not
funded from any proceeds of Indebtedness, including proceeds from any Revolving
Credit Loan, (y) immediately after giving effect to such repurchase there shall
be at least $35,000,000 of unused Revolving Credit


 


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Commitments and (z) the
Borrower shall have complied with the provisions of Section 8.6(h) prior to
effecting any such repurchase”.


 


X.            Effective Date.  This Amendment shall become effective on the
date (the “Effective Date”) on which (a) the Borrower, the
Administrative Agent and the Required Lenders under the Credit Agreement shall
have duly executed and delivered to the Administrative Agent this Amendment,
(b) the Administrative Agent shall have received opinions of outside and
in-house counsel to the Borrower in form satisfactory to the Administrative
Agent, (c) the Administrative Agent shall have received an executed certificate
of officers of the Borrower in form satisfactory to the Administrative
Agent  as to such matters as the
Administrative Agent may request, (d) the Administrative Agent shall have
received all fees required to be paid in connection herewith, including, for
the benefit of each Required Lender who shall have duly executed and delivered
to the Administrative Agent this Amendment, an amendment fee in an amount equal
to 0.20% of such Lender’s Commitment Percentage immediately after giving affect
hereto and (e) each of the repayment and the reduction described in Articles XI
and XII, respectively, shall concurrently be effected.


 


XI.           Repayment of Term
Loans.  Immediately upon the
Effective Date, the Borrower shall prepay $20,000,000 in aggregate principal
amount of Term Loans, to be applied in accordance with the provisions of
Section 4.5(f) of the Credit Agreement.


 


XII.         Reduction of Revolving
Credit Commitment.  Immediately upon
the Effective Date, the Revolving Credit Commitments shall automatically be
reduced on such date by $10,000,000, such reduction to be made, and any related
actions to be performed, in accordance with the provisions of the second
sentence of Section 4.5(f) of the Credit Agreement.


 


XIII.        Representations and
Warranties.  The Borrower hereby
represents and warrants that (a) each of the representations and warranties in
Section 5 of the Credit Agreement shall be, after giving effect to this
Amendment, true and correct in all material respects as if made on and as of
the Effective Date (unless such representations and warranties are stated to
relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date) and (b) after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing.


 


XIV.        No Other Amendments;
Confirmation.  Except as expressly
amended hereby, the provisions of the Credit Agreement are and shall remain in
full force and effect.


 


XV.         Governing Law.  This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.


 


XVI.        Counterparts.  This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.  This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.


 


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IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be executed and delivered by their
duly authorized officers as of the date first above written.


 


	
   

  	
  AFTERMARKET
  TECHNOLOGY CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Barry C.
  Kohn

  	
   

  
	
   

  	
  Name:

  	
  Barry C.
  Kohn

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, as

  Administrative Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert P. Kellas

  	
   

  
	
   

  	
  Name:

  	
  Robert P.
  Kellas

  
	
   

  	
  Title:

  	
  Vice President