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EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 18, 1997,
among SAFELITE GLASS CORP., a Delaware corporation (the "Company"), U.S.A. GLAS,
INC., an Illinois corporation ("USA Glas"), U.S. AUTO GLASS CENTERS, INC., an
Illinois corporation ("US Auto Glas"), CARCOMP SERVICES INC., an Illinois
corporation (together with USA Glas and US Auto Glass, the "New Subsidiary
Guarantors), and STATE STREET BANK AND TRUST COMPANY, a state chartered trust
company under the laws of The Commonwealth of Massachusetts, as successor
trustee to Fleet National Bank (the "Trustee"), amends and supplements the
Indenture, dated as of December 20, 1996 (the "Indenture"), among the Company,
SGC Franchising Corp. (a former subsidiary of the Company) and Fleet National
Bank, a national banking corporation, as trustee, as amended by the First
Supplemental Indenture, dated as of December 12, 1997, between the Company and
the Trustee.
RECITALS
WHEREAS, Section 9.1 of the Indenture provides that the Company and the
Trustee may, among other things, amend the Indenture or the Securities without
notice to or consent of any Securityholder to add Guarantees with respect to the
Securities or to secure the Securities;
WHEREAS, Section 11.1 of the Indenture provides that any Restricted
Subsidiary of the Company that guarantees payment of the Bank Indebtedness must
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Restricted Subsidiary shall agree to be bound by the provisions of Article
XI of the Indenture; and
WHEREAS, each of the New Subsidiary Guarantors has guaranteed payment
of the Bank Indebtedness and shall execute and deliver to the Trustee this
Second Supplemental Indenture.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined herein shall
have the meaning specified in or pursuant to the Indenture.
2. Guarantee. Each of the New Subsidiary Guarantors hereby agrees to
unconditionally assume all obligations of a Subsidiary Guarantor under the
Indenture as described therein.
3. Trustee. The Trustee accepts the modification of the Indenture
effected by this Second Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the
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statements of the Company. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Second Supplemental
Indenture.
4. Effect on Indenture. As supplemented by this Second Supplemental
Indenture, the Indenture, as amended by the First Supplemental Indenture, is
hereby ratified and confirmed in all respects.
5. Counterparts. This Second Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
6. Governing Law. This Second Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws.
7. Trust Indenture Act Controls. If any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with another provision
which is required to be included herein by the TIA, the provision required by
the TIA shall control.
8. Successors. All agreements of the New Subsidiary Guarantors, the
Company and the Trustee in this Second Supplemental Indenture shall bind their
respective successors.
9. Effectiveness of Second Supplemental Indenture. This Second
Supplemental Indenture shall become effective (i) upon the execution and
delivery of this Second Supplemental Indenture by the Company, the New
Subsidiary Guarantors and the Trustee, (ii) upon the delivery of an Officers'
Certificate and Opinion of Counsel as contemplated by Section 7.2 of the
Indenture and (iii) as of the Effective Time (as defined below) of the merger of
Vistar, Inc., an Illinois corporation ("Vistar"), with and into the Company
pursuant to the terms and conditions of the Merger Agreement, dated as of
October 10, 1997, by and between Vistar and the Company (the "Merger
Agreement"). "Effective Time" shall have the meaning ascribed to such term in
the Merger Agreement.
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SAFELITE GLASS CORP.
SECOND SUPPLEMENTAL INDENTURE
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed, all as of the day and year first above written.
SAFELITE GLASS CORP.
[SEAL] By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
U.S.A. GLAS, INC.
[SEAL] By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President and Treasurer
U.S. AUTO GLASS CENTERS, INC.
[SEAL] By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President and Treasurer
CARCOMP SERVICES, INC.
[SEAL] By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President and Treasurer
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SAFELITE GLASS CORP.
SECOND SUPPLEMENTAL INDENTURE
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed, all as of the day and year first above written.
STATE STREET BANK & TRUST COMPANY
[SEAL] By: /s/ Xxxxxx X. Xxxx XX
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Name: Xxxxxx X. Xxxx XX
Title: Vice President
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