EXHIBIT 4.1.2
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this "Second Supplemental Indenture"),
dated as of December 21, 1998 among Truckparts, Inc. (the "Guarantor"), the
Company, any other Guarantors (as defined in the Indenture referred to herein)
party to the Indenture referred to herein and U.S. Trust Company, National
Association, as trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture, dated as of July 31, 1998, as supplemented by the First
Supplemental Indenture dated September 30, 1998 (as supplemented, the
"Indenture"), providing for the issuance of 12% Senior Subordinated Notes due
2005 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances the
Guarantors shall execute and deliver to the Trustee a supplemental indenture
pursuant to which subsequent Guarantors shall unconditionally guarantee all of
the Company's Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Guarantee"); and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Second Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Each of the Guarantors irrevocably and
unconditionally guarantees the Guarantee Obligations, which include (i) the due
and punctual payment of the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes, whether at stated maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and premium, if any, and (to the extent permitted by law)
interest on any interest and Liquidated Damages, if any, on the Notes, and the
due and punctual performance of all other obligations of the Company, to the
Holders or the Trustee all in accordance with the terms set forth in Article XI
of the Indenture, and (ii) in case of any extension of time of payment or
renewal of any Notes or any such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
XI of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.
No stockholder, employee, officer, director or incorporator, as such,
past, present or future of the Guarantors shall have any liability under this
Guarantee by reason of his or its status as such stockholder, employee, officer,
director or incorporator.
This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon the Guarantors and their respective successors
and assigns until full and final payment of all of the Company's obligations
under the Notes and Indenture or until released in accordance with the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders, and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and not of collectibility.
The Obligations of the Guarantors under its Guarantee shall be limited
to the extent necessary to insure that it does not constitute a fraudulent
conveyance under applicable law.
THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
3. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING,
WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
4. Counterparts. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
HDA PARTS SYSTEM, INC.
an Alabama corporation
By: /s/ John Greisch
___________________________________
Name: John Greisch
Title: President
CITY TRUCK AND TRAILER PARTS OF ALABAMA, INC.,
an Alabama corporation
By: /s/ John Greisch
___________________________________
Name: John Greisch
Title: Vice President
CITY TRUCK AND TRAILER PARTS OF ALABAMA,
L.L.C.,
an Alabama limited liability company
HDA PARTS SYSTEM, INC., AS SOLE MEMBER
By: /s/ John Greisch
___________________________________
Name: John Greisch
Title: President
CITY TRUCK AND TRAILER PARTS OF TENNESSEE,
INC.,
a Tennessee corporation
By: /s/ John Greisch
___________________________________
Name: John Greisch
Title: Vice President
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CITY FRICTION, INC.,
an Alabama corporation
By: /s/ John J. Greisch
___________________________________
Name: John J. Greisch
Title: Vice President
TRUCK & TRAILER, INC.,
a Georgia corporation,
as Guarantor
By: /s/ John J. Greisch
___________________________________
Name: John J. Greisch
Title: Vice President
CITY TRUCK HOLDINGS, INC.,
a Delaware corporation
as Guarantor
By: /s/ John J. Greisch
___________________________________
Name: John J. Greisch
Title: President
U.S. TRUST COMPANY,
NATIONAL ASSOCIATION
as Trustee
By: /s/ Sandee Parks
___________________________________
Name: Sandee Parks
Title: Vice President
S-2
TRUCKPARTS, INC.,
a Connecticut corporation,
as Guarantor
By: /s/ John P. Miller
___________________________________
Name: John P. Miller
Title: Vice President - Finance
S-3