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EXHIBIT 4.1.10
TENTH SUPPLEMENTAL INDENTURE
Tenth Supplemental Indenture (this "Tenth Supplemental Indenture"),
dated as of December 7, 1999 among FleetPride West, Inc. (the "Guarantor"), the
Company (as defined in the Indenture referred to herein), 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; the Second Supplemental
Indenture dated December 21, 1998; the Third Supplemental Indenture dated
January 14, 1999; the Fourth Supplemental Indenture dated April 20, 1999; the
Fifth Supplemental Indenture dated June 7, 1999; the Sixth Supplemental
Indenture dated September 27, 1999; the Seventh Supplemental Indenture dated
October 1, 1999, the Eighth Supplemental Indenture dated October 8, 1999; and
the Ninth Supplemental Indenture dated December 6, 1999 (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 Tenth Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor 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. The Guarantor 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
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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 Guarantor 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 Guarantor 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 Guarantor and its 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 Guarantor 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 TENTH 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
Tenth 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
FLEETPRIDE, INC., an Alabama corporation
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
CITY TRUCK AND TRAILER PARTS OF ALABAMA,
INC., an Alabama corporation
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
CITY TRUCK AND TRAILER PARTS OF ALABAMA,
L.L.C., an Alabama limited liability
company
FLEETPRIDE, INC., as sole member
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
CITY TRUCK AND TRAILER PARTS OF TENNESSEE,
INC., a Tennessee corporation
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
CITY FRICTION, INC., an Alabama corporation
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
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TRUCK & TRAILER PARTS, INC., a Georgia
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
FLEETPRIDE CORPORATION, a Delaware
corporation as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
TRUCKPARTS, INC., a Connecticut corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
ASSOCIATED BRAKE SUPPLY, INC., a California
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
ASSOCIATED TRUCK CENTER, INC., a California
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
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ASSOCIATED TRUCK PARTS OF NEVADA, INC., a
Nevada corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
ONYX DISTRIBUTION, INC., a California
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
FREEWAY TRUCK PARTS OF WASHINGTON, INC., a
Washington corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
TISCO, INC., a California corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
TISCO OF REDDING, INC., a California
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
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ACTIVE GEAR, L.L.C., a Washington limited
liability company, as Guarantor
FLEETPRIDE, INC., as sole member
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
SUPERIOR TRUCK & AUTO SUPPLY, INC.,
a Massachusetts corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
QDSP HOLDINGS, INC., a Delaware corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
QUALITY DISTRIBUTION SERVICE PARTNERS,
INC., a Delaware corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
AUTOMOTIVE SALES COMPANY, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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CB ACQUISITION SUB, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
CITY SPRING WORKS, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
FLEETPRIDE OF AGAWAM, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
FOUR-T SALES & SERVICE, INC., a Nebraska
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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XXXX INCORPORATED, a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
NEW ENGLAND TRUCK & AUTO SERVICE, INC., a
Massachusetts corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
PARTS DISTRIBUTING COMPANY, LTD., a Texas
limited partnership, as Guarantor
PARTS MANAGEMENT COMPANY, as General Partner
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
PARTS HOLDINGS COMPANY, a Nevada corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
PARTS MANAGEMENT COMPANY, a Texas
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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POWER EQUIPMENT INTERNATIONAL, INC., a Texas
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
POWER EXPORT DISTRIBUTING COMPANY, a Texas
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
SLM POWER GROUP, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
SPECIALIZED SALES & SERVICE, INC., an Oregon
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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TBS, INCORPORATED, an Arizona corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
TRUCK CITY PARTS, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
STATS REMANUFACTURING CENTER, INC., a
Nebraska corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
UNIVERSAL JOINT SALES COMPANY, INC., a
Delaware corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
XXXXXXXX TRUCK PARTS, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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WHEELS AND BRAKES, INC., a Georgia
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
SPECRITE BRAKE COMPANY, a Georgia
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
U.S. TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: /s/ XXXXXXX X. XXXXX
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Name: XXXXXXX X. XXXXX
Title: Assistant Vice President
FLEETPRIDE WEST, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
