FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture, dated as of February 23, 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 A Senior Subordinated Notes due 2004 (the "Old Notes") and the 12% Series
B Senior Subordinated Notes due 2004 (the "Notes") to be exchanged for the Old
Notes. All capitalized terms used in this First 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 Partes Remanufacturades de Mexico, S.A. de C.V., a Mexico corporation
("PRM"), have entered into that certain Indenture, dated as of August 2, 1994
(the "Indenture"), relating to the issuance of the Old Notes and 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, PRM, a Subsidiary of the Company, was inadvertently omitted
as a Guarantor in the Indenture;
WHEREAS, the parties hereto desire that PRM assume the rights, duties
and obligations of a Guarantor under the Indenture;
WHEREAS, Section 9.1 of the Indenture provides that the Company, when
authorized by a resolution of its board of directors, each Guarantor, when
authorized by a resolution of its board of directors, and the Trustee, may amend
or supplement the Indenture without notice to or the consent of any Holder if
the change does not adversely affect the rights of any Holder; and
WHEREAS, all things necessary to make this First 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, PRM hereby
agrees and provides, for the equal and proportionate benefit of the respective
Holders, that PRM 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 PRM were
originally a party thereto.
IN WITNESS WHEREOF, the parties hereto have caused this First
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:
----------------------
Secretary
AMERICAN BANK NATIONAL
ASSOCIATION, as Trustee
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
THE "GUARANTORS":
AARON'S AUTOMOTIVE PRODUCTS, INC.,
a Delaware corporation
By:
---------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
2
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
PARTES REMANUFACTURADAS DE
MEXICO, S.A. DE C.V.,
a Mexico corporation
By:
---------------------------
Xxxx Xxxxxxxxxx,
President
3
RPM MERIT, INC.,
a Delaware corporation
By:
---------------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
4
