THIRD SUPPLEMENTAL INDENTURE TO SERIES B INDENTURE
FIRST SUPPLEMENTAL INDENTURE TO SERIES D INDENTURE
Third Supplemental Indenture to the Series B Indenture (as defined
below) and First Supplemental Indenture to the Series D Indenture (as defined
below), dated as of July 25, 1996 (the "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 Tranzparts Acquisition Corp., a Delaware corporation ("TAC"), Tranzparts,
Inc., a Wisconsin corporation ("Tranzparts"), King-O-Matic Industries Limited,
an Ontario corporation ("King"), and Mascot Truck Parts Inc., an Ontario
corporation ("Mascot"), 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, and the Second Supplemental Indenture, dated as of June 1,
1995, relating to the issuance of the Series B Notes (the "Series B Indenture")
and (ii) that certain Indenture, dated as of June 1, 1995, 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, TAC, Tranzparts, King and Mascot, Subsidiaries of the
Company, are not currently included as Guarantors in the Indentures;
WHEREAS, the parties hereto desire that TAC, Tranzparts, King and
Xxxxxx 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, TAC,
Tranzparts, King and Mascot hereby agree and provide, for the equal and
proportionate benefit of the respective Holders, that each of TAC, Tranzparts,
King and Mascot shall hereby assume 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 shall be bound by
the terms and conditions of the Indentures, as amended hereby, as if TAC,
Tranzparts, King and Mascot were originally parties thereto.
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.
[Seal]
By:
--------------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
Attest:
------------------------
Xxxx X. Xxxxx,
Assistant Secretary
FIRSTAR BANK OF MINNESOTA, N.A.,
as Trustee
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
THE "GUARANTORS":
XXXXX'S AUTOMOTIVE PRODUCTS, 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
H.T.P., INC.,
a Kentucky corporation
By:
--------------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
KING-O-MATIC INDUSTRIES LIMITED,
an Ontario corporation
By:
--------------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
MAMCO CONVERTERS, INC.,
a Ohio corporation
By:
--------------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
MASCOT TRUCK PARTS INC.,
an Ontario corporation
By:
--------------------------------
Xxxxx X. Xxxxxxxx
Chief Executive Officer
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
TRANZPARTS ACQUISITION CORP.,
a Delaware corporation
By:
--------------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
TRANZPARTS, INC.,
a Wisconsin corporation
By:
--------------------------------
Xxxxxxx X. Xxxxx,
Chief Executive Officer
