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EXHIBIT 4.1.12
TWELFTH SUPPLEMENTAL INDENTURE
Twelfth Supplemental Indenture (this "Twelfth Supplemental Indenture"),
dated as of February 24, 2000, among the Company (as defined in the Indenture
referred to herein), Oklahoma Truck Supply Assoc., Inc., an Oklahoma corporation
(the "Guarantor"), 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 through the
date hereof, 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 Twelfth 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 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.
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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 TWELFTH 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
Twelfth 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)
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IN WITNESS WHEREOF, the parties hereto have caused this Twelfth
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
FLEETPRIDE, INC. (formerly known as HDA Parts
System, 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,
L.L.C., an Alabama limited liability company
By: FLEETPRIDE, INC., its sole member
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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 (formerly known as City
Truck Holdings, 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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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
ONYX DISTRIBUTION, INC., a California 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
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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
ACTIVE GEAR, L.L.C., a Washington limited liability
company, as Guarantor
By: FLEETPRIDE, INC., its 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
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AUTOMOTIVE SALES COMPANY, INC., a Delaware
corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
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
By: PARTS MANAGEMENT COMPANY, its 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
FLEETPRIDE WEST, INC., a Delaware corporation,
as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice 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
OKLAHOMA TRUCK SUPPLY ASSOC., INC., an
Oklahoma corporation, as Guarantor
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
