1
EXHIBIT 4.1.11
ELEVENTH SUPPLEMENTAL INDENTURE
Eleventh Supplemental Indenture (this "Eleventh Supplemental
Indenture"), dated as of December 31, 1999, among the Company (as defined in the
Indenture referred to herein), Associated Brake Supply, Inc. ("ABS"), Wheels and
Brakes, Inc. ("Wheels and Brakes"), 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; the
Ninth Supplemental Indenture dated December 6, 1999; and the Tenth Supplemental
Indenture dated December 7, 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 (the "Guarantee");
WHEREAS, the Company's wholly owned subsidiaries, City Truck & Trailer
Parts of Alabama, Inc. ("City Truck Alabama"), City Truck & Trailer Parts of
Tennessee, Inc. ("City Truck Tennessee"), City Friction, Inc. ("City Friction"
and, together with City Truck Alabama and City Truck Tennessee, the "City Truck
Subsidiaries"), Wheels and Brakes, Specrite Brake Company ("Specrite"), ABS,
Freeway Truck Parts of Washington, Inc. ("FTP") and Associated Truck Parts of
Nevada, Inc. ("ATP" and, together with FTP, the "Associated Subsidiaries"), have
previously unconditionally guaranteed all of the Company's Obligations under the
Notes and the Indenture;
WHEREAS, the Indenture provides that Guarantors under the Indenture may
merge with another person so long as the person surviving such merger assumes
all of the Obligations of each such merged Guarantor pursuant to a supplemental
indenture;
WHEREAS, each of the City Truck Subsidiaries has merged with and into
the Company, with the Company as the surviving corporation in the merger;
WHEREAS, Specrite has merged with and into Wheels and Brakes, with
Wheels and Brakes as the surviving corporation in the merger;
2
WHEREAS, each of the Associated Subsidiaries has merged with and into
ABS, with ABS as the surviving corporation in the merger;
WHEREAS, the Indenture provides that (i) the Company must
unconditionally guarantee, on a senior subordinated basis, all of the City Truck
Subsidiaries' obligations under the City Truck Subsidiaries' Guarantee and the
Indenture, (ii) Wheels and Brakes must unconditionally guarantee, on a senior
subordinated basis, all of Specrite's obligations under Specrite's Guarantee and
the Indenture and (iii) ABS must unconditionally guarantee, on a senior
subordinated basis, all of the Associated Subsidiaries' obligations under the
Associated Subsidiaries' Guarantee and the Indenture; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Eleventh Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, ABS, Wheels and Brakes 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. (a) The Company irrevocably and
unconditionally guarantees the Guarantee Obligations of the City Truck
Subsidiaries, (b) Wheels and Brakes irrevocably and unconditionally guarantees
the Guarantee Obligations of Specrite and (c) ABS irrevocably and
unconditionally guarantees the Guarantee Obligations of the Associated
Subsidiaries, each of 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 Company, ABS and Wheels and Brakes 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 Company, ABS or Wheels and Brakes 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 Company, ABS and Wheels and Brakes and
their respective successors and assigns until full and final payment of all of
the Company's obligations under the Notes and
2
3
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 Company, ABS and Wheels and Brakes 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 ELEVENTH 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
Eleventh 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.
(signature page follows)
3
4
IN WITNESS WHEREOF, the parties hereto have caused this Eleventh
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
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
CITY TRUCK AND TRAILER PARTS OF ALABAMA,
L.L.C., an Alabama limited liability company
By: FLEETPRIDE, INC., its sole member
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
TRUCK & TRAILER PARTS, INC., a Georgia
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
FLEETPRIDE CORPORATION, a Delaware corporation
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
TRUCKPARTS, INC., a Connecticut corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
5
ASSOCIATED BRAKE SUPPLY, INC., a California
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ASSOCIATED TRUCK CENTER, INC., a California
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ONYX DISTRIBUTION, INC., a California corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
TISCO, INC., a California corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
TISCO OF REDDING, INC., a California corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
6
ACTIVE GEAR, L.L.C., a Washington limited liability
company, as Guarantor
By: FLEETPRIDE, INC., its sole member
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
SUPERIOR TRUCK & AUTO SUPPLY, INC.,
a Massachusetts corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
QDSP HOLDINGS, INC., a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
QUALITY DISTRIBUTION SERVICE PARTNERS,
INC., a Delaware corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
AUTOMOTIVE SALES COMPANY, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
7
CB ACQUISITION SUB, INC., a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
CITY SPRING WORKS, INC., a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
FLEETPRIDE OF AGAWAM, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
FOUR-T SALES & SERVICE, INC., a Nebraska
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXX INCORPORATED, a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
8
NEW ENGLAND TRUCK & AUTO SERVICE, INC., a
Massachusetts corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
PARTS DISTRIBUTING COMPANY, LTD., a Texas
limited partnership, as Guarantor
By: PARTS MANAGEMENT COMPANY, its General
Partner
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
PARTS HOLDINGS COMPANY, a Nevada corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
PARTS MANAGEMENT COMPANY, a Texas
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
POWER EQUIPMENT INTERNATIONAL, INC., a Texas
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
9
POWER EXPORT DISTRIBUTING COMPANY, a Texas
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
SLM POWER GROUP, INC., a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
SPECIALIZED SALES & SERVICE, INC., an Oregon
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
TBS, INCORPORATED, an Arizona corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
TRUCK CITY PARTS, INC., a Delaware corporation, as
Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
10
STATS REMANUFACTURING CENTER, INC., a
Nebraska corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
UNIVERSAL JOINT SALES COMPANY, INC., a
Delaware corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXXXX TRUCK PARTS, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
WHEELS AND BRAKES, INC., a Georgia corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
FLEETPRIDE WEST, INC., a Delaware corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
11
U.S. TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: /s/ XXXXXXX X. XXXXX
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
