SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture, dated as of June 1, 1995, among
Aftermarket Technology Corp., a Delaware corporation (the "Company"), the
Guarantors named herein, and 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 "Notes"). All capitalized
terms used in this Second Supplemental Indenture and not defined herein shall
have the meanings specified in the Indenture (defined below).
WHEREAS, the Company, the Trustee, and each of the Guarantors other
than Component Remanufacturing Specialists, Inc., a New Jersey corporation
("CRS") and CRS Holdings Corp., a New Jersey corporation ("Holdings"), have
entered into that certain Indenture, dated as of August 2, 1994 (the
"Indenture"), as supplemented by the First Supplemental Indenture, dated as of
February 23, 1995, relating to the issuance of the Notes;
WHEREAS, pursuant to Section 13.3 of the Indenture, 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 Indenture
for the purpose of adding such Subsidiary as a Guarantor under the Indenture;
WHEREAS, CRS and Holdings, both Subsidiaries of the Company, are not
currently included as Guarantors in the Indenture;
WHEREAS, the parties hereto desire that CRS and Holdings assume the
rights, duties and obligations of a Guarantor under the Indenture;
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid, binding and legal instrument supplemental to the Indenture
have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: that in consideration of
the covenants and premises, receipt whereof is hereby acknowledged, CRS and
Holdings hereby agree and provide, for the equal and proportionate benefit of
the respective Holders, that each of CRS and Holdings shall hereby assume the
rights, duties and obligations of a Guarantor under the Indenture, as amended
hereby, including without limitation the execution of a Guaranty in the form
attached hereto, and shall be bound by the terms and conditions of the
Indenture, as amended hereby, as if CRS and Holdings were originally parties
thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
AFTERMARKET TECHNOLOGY CORP.
[Seal]
By: ________________________
Xxxxxxx X. Xxxxx,
Chief Executive Officer
Attest: ____________________
Xxxx X. Xxxxx,
Assistant Secretary
AMERICAN BANK NATIONAL
ASSOCIATION, as Trustee
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
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THE "GUARANTORS":
AARON'S AUTOMOTIVE PRODUCTS, INC.,
a Delaware corporation
By: ________________________
Xxxxxxx X. Xxxxx,
Chief Executive Officer
H.T.P., INC.,
a Kentucky corporation
By: ________________________
Xxxxxxx X. Xxxxx,
Chief Executive Officer
HTP CHARLOTTE, INC.,
a North Carolina corporation
By: ________________________
Xxxxxxx X. Xxxxx,
Chief Executive Officer
HTP MICHIGAN, INC.,
a Michigan corporation
By: ________________________
Xxxxxxx X. Xxxxx,
Chief Executive Officer
MAMCO CONVERTERS, INC.,
a Ohio corporation
By: ________________________
Xxxxxxx X. Xxxxx,
Chief Executive Officer
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PARTES REMANUFACTURADAS DE
MEXICO, S.A. DE C.V.,
a Mexico corporation
By: ________________________
Xxxxxxx X. Xxxxx,
Chairman of the Board of Directors
RPM MERIT, INC.,
a Delaware corporation
By: ________________________
Xxxxxxx X. Xxxxx
Chief Executive Officer
COMPONENT REMANUFACTURING
SPECIALISTS, INC.,
a New Jersey corporation
By: ________________________
Xxxxxxx X. Xxxxx
Chief Executive Officer
CRS HOLDINGS, INC.,
a New Jersey corporation
By: ________________________
Xxxxxxx X. Xxxxx
Chief Executive Officer
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