Collateral Agreement

EXHIBIT 10.2


















GUARANTY AND COLLATERAL AGREEMENT





made by





AFTERMARKET TECHNOLOGY CORP.





and certain of its Subsidiaries





in favor of





BANK OF AMERICA, N.A.,

as Administrative Agent







Dated as of March 21, 2006












TABLE OF CONTENTS



Page

SECTION 1. DEFINED TERMS 1
1.1 Definitions 1
1.2 Other Definitional Provisions 4

SECTION 2. GUARANTEE 5
2.1 Guarantee 5
2.2 Right of Contribution 5
2.3 No Subrogation 6
2.4 Amendments, etc. with respect to the Obligations 6
2.5 Subordination 7
2.6 Guarantee Absolute and Unconditional 7
2.7 Reinstatement 8
2.8 Payments 8

SECTION 3. GRANT OF SECURITY INTEREST 8

SECTION 4. REPRESENTATIONS AND WARRANTIES 9
4.1 Representations in Credit Agreement 9
4.2 Title; No Other Liens 10
4.3 Perfected First Priority Liens 10
4.4 Jurisdiction of Organization; Chief Executive Office 10
4.5 Inventory and Equipment 11
4.6 Farm Products 11
4.7 Investment Property 11
4.8 Receivables 11
4.9 Intellectual Property 11
4.10 Commercial Tort Claims 12

SECTION 5. COVENANTS 12
5.1 Covenants in Credit Agreement 12
5.2 Delivery of Instruments, Certificated Securities and Chattel Paper 12
5.3 Maintenance of Insurance 13
5.4 Payment of Obligations 13
5.5 Maintenance of Perfected Security Interest; Further Documentation 13
5.6 Changes in Locations, Name, etc 14
5.7 Notices 14
5.8 Investment Property 15
5.9 Receivables 16
5.10 Intellectual Property 16

SECTION 6. REMEDIAL PROVISIONS 17
6.1 Certain Matters Relating to Receivables 17
6.2 Communications with Obligors; Domestic Loan Parties Remain Liable 18
6.3 Pledged Stock 19


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TABLE OF CONTENTS

(continued)



Page

6.4 Proceeds to be Turned Over To Agent 20
6.5 Application of Proceeds 20
6.6 Code and Other Remedies 20
6.7 Registration Rights 21
6.8 Deficiency 22

SECTION 7. THE ADMINISTRATIVE AGENT 22
7.1 Agent's Appointment as Attorney-in-Fact, etc 22
7.2 Duty of the Administrative Agent 24
7.3 Execution of Financing Statements 24
7.4 Authority of the Administrative Agent 24

SECTION 8. MISCELLANEOUS 25
8.1 Amendments in Writing 25
8.2 Notices 25
8.3 No Waiver by Course of Conduct; Cumulative Remedies 25
8.4 Enforcement Expenses; Indemnification 25
8.5 Successors and Assigns 26
8.6 Set-Off 26
8.7 Foreign Currency 26
8.8 Counterparts 27
8.9 Severability 27
8.10 Section Headings 27
8.11 Integration 27
8.12 GOVERNING LAW 27
8.13 Submission To Jurisdiction; Waivers 27
8.14 Acknowledgements 28
8.15 WAIVER OF JURY TRIAL 28
8.16 Additional Domestic Loan Parties 28
8.17 Releases 28



SCHEDULES
Schedule 1 Notice Addresses
Schedule 2 Investment Property
Schedule 3 Perfection Matters
Schedule 4 Jurisdictions of Organization and Chief Executive Offices
Schedule 5 Inventory and Equipment Locations
Schedule 6 Intellectual Property
Schedule 7 Existing Lien
Schedule 8 Commercial Tort Claims



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GUARANTY AND COLLATERAL AGREEMENT



GUARANTY AND COLLATERAL AGREEMENT, dated as of March 21, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the " Domestic Loan Parties "), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the " Administrative Agent ") for the banks and other financial institutions (the " Lenders ") from time to time parties to the Credit Agreement, dated as of March 21, 2006 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Aftermarket Technology Corp., a Delaware corporation (the " Company "), certain Subsidiaries of the Company party thereto (each a " Designated Borrower " and, together with the Company, the " Borrowers " and, each a " Borrower "), each lender from time to time party thereto (collectively, the " Lenders " and individually, a " Lender "), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer.



W I T N E S S E T H :



WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;



WHEREAS, the Company and the Designated Borrowers are members of an affiliated group of companies that includes each other Domestic Loan Party;



WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Domestic Loan Parties in connection with the operation of their respective businesses;



WHEREAS, the Borrowers and the other Domestic Loan Parties are engaged in related businesses, and each Domestic Loan Party will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and



WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Domestic Loan Parties shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;



NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Domestic Loan Party hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows:



SECTION 1. DEFINED TERMS



1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Commercial Tort Claims, Chattel Paper, Deposit Accounts, Documents, Equipment, Farm Products, Fixtures, Instruments, Inventory, Letter of Credit Rights, Securities Accounts and Supporting Obligations.



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(b) The following terms shall have the following meanings:


" Agreement ": this Guaranty and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.



" Collateral ": as defined in Section 3.



" Collateral Account ": any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.



" Copyrights ": (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.



" Copyright Licenses ": any written agreement naming any Domestic Loan Party as licensor or licensee (including, without limitation, those listed in Schedule 6 ), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.



" Foreign Subsidiary ": any Subsidiary organized under the laws of any jurisdiction outside the United States of America.



" Foreign Subsidiary Voting Stock ": the voting Capital Stock of any Foreign Subsidiary.



" General Intangibles ": all "general intangibles" as such term is defined in Section 9-102(a)(42) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, including, without limitation, with respect to any Domestic Loan Party, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Domestic Loan Party is a party or under which such Domestic Loan Party has any right, title or interest or to which such Domestic Loan Party or any property of such Domestic Loan Party is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Domestic Loan Party to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Domestic Loan Party to damages arising thereunder and (iii) all rights of such Domestic Loan Party to perform and to exercise all remedies thereunder, in each case to the extent the grant by such Domestic Loan Party of a security interest pursuant to this Agreement in its right, title and interest in such contract, agreement, instrument or indenture is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, would not give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained



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from the other parties thereto (it being understood that the foregoing shall not be deemed to obligate such Domestic Loan Party to obtain such consents); provided , that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Domestic Loan Party of a security interest pursuant to this Agreement in any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture.



" Intellectual Property ": the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.



" Intercompany Note ": any promissory note evidencing loans made by any Domestic Loan Party to the Company or any of its Subsidiaries.



" Investment Property ": the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Stock") and (b) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock.



" Issuers ": the collective reference to each issuer of any Investment Property.



" New York UCC ": the Uniform Commercial Code as from time to time in effect in the State of New York.



" Non-Control Accounts ": means all Deposit Accounts (other than payroll accounts and zero balance accounts) and Securities Accounts of the Domestic Loan Parties over which the Administrative Agent does not have "control" (within the meaning of the applicable Uniform Commercial Code).



" Obligations ": as defined in the Credit Agreement.



" Patents ": (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6 , (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6 , and (iii) all rights to obtain any reissues or extensions of the foregoing.



" Patent License ": all agreements, whether written or oral, providing for the grant by or to any Domestic Loan Party of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6 .



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" Pledged Notes ": all promissory notes listed on Schedule 2 , all Intercompany Notes at any time issued to any Domestic Loan Party and all other promissory notes issued to or held by any Domestic Loan Party (other than promissory notes issued in connection with extensions of trade credit by any Domestic Loan Party in the ordinary course of business).



" Pledged Stock ": the shares of Capital Stock listed on Schedule 2 , together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Domestic Loan Party while this Agreement is in effect; provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder.



" Proceeds ": all "proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.



" Receivable ": any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).



" Securities Act ": the Securities Act of 1933, as amended.



" Trademarks ": (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, domain names, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6 , and (ii) the right to obtain all renewals thereof.



" Trademark License ": any agreement, whether written or oral, providing for the grant by or to any Domestic Loan Party of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6 .



1.2 Other Definitional Provisions . (a) The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.



(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.



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(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Domestic Loan Party, shall refer to such Domestic Loan Party's Collateral or the relevant part thereof.



SECTION 2. GUARANTEE



2.1 Guarantee . (a) Each of the Domestic Loan Parties that are not Borrowers hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Loan Party when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.



(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Domestic Loan Party hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Domestic Loan Party under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2); provided , that this paragraph shall not limit the obligations of the Borrowers under the Credit Agreement.



(c) Each Domestic Loan Party agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Domestic Loan Party hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.



(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations (other than Related Credit Arrangements) and the obligations of each Domestic Loan Party under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.



(e) No payment made by the Borrowers, any of the other Domestic Loan Parties, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrowers, any of the other Domestic Loan Parties, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Domestic Loan Party hereunder which shall, notwithstanding any such payment (other than any payment made by such Domestic Loan Party in respect of the Obligations or any payment received or collected from such Domestic Loan Party in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Domestic Loan Party hereunder until the Obligations (other than Related Credit Arrangements) are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated.



2.2 Right of Contribution . Each Domestic Loan Party hereby agrees that to the extent that a Domestic Loan Party that is not a Borrower shall have paid more than its proportionate share of any payment made hereunder, such Domestic Loan Party shall be entitled to seek and receive contribution from and against any other Domestic Loan Party



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hereunder which has not paid its proportionate share of such payment. Each Domestic Loan Party's right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Domestic Loan Party to the Administrative Agent and the Lenders, and each Domestic Loan Party shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Domestic Loan Party hereunder.



2.3 No Subrogation . Notwithstanding any payment made by any Domestic Loan Party hereunder or any set-off or application of funds of any Domestic Loan Party by the Administrative Agent or any Lender, no Domestic Loan Party shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrowers or any other Domestic Loan Party or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall any Domestic Loan Party seek or be entitled to seek any contribution or reimbursement from the Borrowers or any other Domestic Loan Party in respect of payments made by such Domestic Loan Party hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrowers on account of the Obligations (other than Related Credit Arrangements) are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Domestic Loan Party on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Domestic Loan Party in trust for the Administrative Agent and the Lenders, segregated from other funds of such Domestic Loan Party, and shall, forthwith upon receipt by such Domestic Loan Party, be turned over to the Administrative Agent in the exact form received by such Domestic Loan Party (duly indorsed by such Domestic Loan Party to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent, with the consent of the Required Lenders, may determine.



2.4 Amendments, etc. with respect to the Obligations . Each Domestic Loan Party shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Domestic Loan Party and without notice to or further assent by any Domestic Loan Party, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.



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2.5 Subordination . Each Domestic Loan Party hereby subordinates the payment of all obligations and indebtedness of any Borrower owing to such Domestic Loan Party, whether now existing or hereafter arising, including but not limited to any obligation of any Borrower to such Domestic Loan Party as subrogee of the Administrative Agent or the Lenders or resulting from such Domestic Loan Party's performance under this Guaranty and Collateral Agreement, to the indefeasible payment in full in cash of all Obligations. If the Administrative Agent so requests, any such obligation or indebtedness of the Borrowers to a Domestic Loan Party shall be enforced and performance received by such Domestic Loan Party as trustee for the Administrative Agent and the Lenders and the proceeds thereof shall be paid over to the Administrative Agent on account of the Obligations, but without reducing or affecting in any manner the liability of such Domestic Loan Party under this Guaranty and Collateral Agreement.



2.6 Guarantee Absolute and Unconditional . Each Domestic Loan Party waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrowers and any of the other Domestic Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Domestic Loan Party waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any of the other Domestic Loan Parties with respect to the Obligations. Each Domestic Loan Party understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or such Domestic Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of such Domestic Loan Party under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Domestic Loan Party, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Domestic Loan Party or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Domestic Loan Party or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Domestic Loan Party or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Domestic Loan Party of any obligation or liability hereunder, and shall not impair or affect the rights and



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remedies, whether express, implied or available as a matter of law, of the Administrative ...