EXHIBIT 4.6
FOURTH SUPPLEMENTAL INDENTURE TO SERIES B INDENTURE
SECOND SUPPLEMENTAL INDENTURE TO SERIES D INDENTURE
Fourth Supplemental Indenture to the Series B Indenture (as defined
below) and Second Supplemental Indenture to the Series D Indenture (as
defined below), dated as of June 1, 1998 (this "Supplemental Indenture"),
among Aftermarket Technology Corp., a Delaware corporation (the "Company"),
the Guarantors named herein and Firstar Bank of Minnesota, N.A., formerly
known as American Bank National Association, as Trustee
Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Company's
12% Series B Senior Subordinated Notes due 2004 (the "Series B Notes") and
the Holders of the Company's 12% Series D Senior Subordinated Notes due 2004
(the "Series D Notes"). All capitalized terms used in this Supplemental
Indenture and not defined herein shall have the meanings specified in the
Indentures (defined below).
WHEREAS, the Company, the Trustee, and each of the Guarantors other
than ACI Electronics Holding Corp., a Delaware corporation ("ACI Holding"),
ACI Electronics Investment Corp., a Delaware corporation ("ACI Investment"),
Aftermarket Technology (U.K.) Holdings Limited, a United Kingdom company
("U.K. Holdings"), ATC Distribution Group, Inc., a Delaware corporation
("ATCDG"), ATC Electronics & Logistics, L.P., a Delaware limited partnership
("ATC Electronics"), ATS Remanufacturing, Inc., a Delaware corporation
("ATS"), Autocraft Industries, Inc., a Delaware corporation ("Autocraft
Industries"), Autocraft Remanufacturing Corp., a Delaware corporation
("Autocraft Remanufacturing"), Automotive Developments Limited, a United
Kingdom company ("ADL"), and Metran Automatic Transmission Parts, Corp., a
New York corporation ("Metran"), have entered into (i) that certain
Indenture, dated as of August 2, 1994, as supplemented by the First
Supplemental Indenture, dated as of February 23, 1995, the Second
Supplemental Indenture, dated as of June 1, 1995, and the Third Supplemental
Indenture, dated as of June 25, 1996, relating to the issuance of the Series
B Notes (the "Series B Indenture") and (ii) that certain Indenture, dated as
of June 1, 1995, as supplemented by the First Supplemental Indenture, dated
as of June 25, 1996, relating to the issuance of the Series D Notes (the
"Series D Indenture" and, collectively with the Series B Indenture, the
"Indentures").
WHEREAS, pursuant to the terms of each of the Indentures, the
Company and the Guarantors have covenanted and agreed that they shall cause
each person that is or becomes a Subsidiary of the Company or any Guarantor
to execute a Guaranty and to cause such Subsidiary to execute an indenture
supplement to the Indentures for the purpose of adding such Subsidiary as a
Guarantor under the Indentures;
WHEREAS, XXX Xxxxxxx, XXX Xxxxxxxxxx, X.X. Holdings, ATCDG, ATC
Electronics, ATS, Autocraft Industries, Autocraft Remanufacturing, ADL and
Metran (collectively, the "New Subsidiaries"), each of which is a Subsidiary
of the Company or a Guarantor, are not currently included as Guarantors in
the Indentures;
WHEREAS, the parties hereto desire that the New Subsidiaries assume
the rights, duties and obligations of a Guarantor under the Indentures;
WHEREAS, all things necessary to make this Supplemental Indenture a
valid, binding and legal instrument supplemental to the Indentures have been
performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: that, in consideration of
the covenants and premises, receipt whereof is hereby acknowledged, each of
the New Subsidiaries (i) hereby agrees and provides, for the equal and
proportionate benefit of the respective Holders, that each of the New
Subsidiaries hereby assumes the rights, duties and obligations of a Guarantor
under the Indentures, as amended hereby, including without limitation the
execution of a Guaranty in the form attached hereto, and (ii) shall be bound
by the terms and conditions of the Indentures, as amended hereby, as if the
New Subsidiaries were originally parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
AFTERMARKET TECHNOLOGY CORP.
By: /S/ XXXX X. XXXX
-------------------
Xxxx X. Xxxx
Chief Financial Officer
Attest:
/S/ XXXXXX XXXXXXXXXXXX
------------------------------
Xxxxxx Xxxxxxxxxxxx, Secretary
FIRSTAR BANK OF MINNESOTA, N.A.,
As Trustee
By: /S/ XXXXX XXXXXX
----------------
Xxxxx Xxxxxx
Vice President
THE "GUARANTORS":
AARON'S AUTOMOTIVE PRODUCTS, INC.
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
ACI ELECTRONICS HOLDING CORP.
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
ACI ELECTRONICS INVESTMENT CORP.
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
AFTERMARKET TECHNOLOGY (U.K.) HOLDINGS
LIMITED
a United Kingdom company
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Director
ATC DISTRIBUTION GROUP, INC.
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
ATC ELECTRONICS & LOGISTICS, L.P.
a Delaware limited partnership
By: ACI Electronics Holding Corp.,
general partner
By: /S/ XXXXXX XXXXXXXXXXXX
----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
ATS REMANUFACTURING, INC.
a Delaware corporation
By: /S/XXXXXX XXXXXXXXXXXX
----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
AUTOCRAFT INDUSTRIES, INC.
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
AUTOCRAFT REMANUFACTURING CORP.
a Delaware corporation
By: /S/XXXXXX XXXXXXXXXXXX
----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
AUTOMOTIVE DEVELOPMENTS LIMITED
a United Kingdom company
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Director
COMPONENT REMANUFACTURING
SPECIALISTS, INC.
a New Jersey corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
CRS HOLDINGS, INC.
a New Jersey corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
KING-O-MATIC INDUSTRIES LIMITED,
an Ontario corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
MASCOT TRUCK PARTS, INC.
an Ontario corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
METRAN AUTOMATIC TRANSMISSION PARTS CORP.
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
PARTES REMANUFACTURADES DE
MEXICO, S.A. DE C.V.
a Mexico corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
RPM MERIT, INC.,
a Delaware corporation
By: /S/ XXXXXX XXXXXXXXXXXX
-----------------------
Xxxxxx Xxxxxxxxxxxx
Vice President
GUARANTY
For value received, ________________, a ______________ corporation, hereby
unconditionally guarantees to the Holder of the security upon which this
guaranty is endorsed the due and punctual payment, as set forth in the Indenture
pursuant to which such Security and this Guaranty were issued, of the principal
of, premium (if any) and interest on such Security when and as the same shall
become due and payable for any reason according to the terms of such Security
and Article XIII of the Indenture. The Guaranty of the Security upon which this
Guaranty is endorsed will not become effective until the Trustee signs the
certificate of authentication on such Security.
________________________________
a ______________ corporation
By: ______________________________
Name:
Title:
