Thirteenth Supplemental Indenture to 12% Senior Subordinated Notes Due 2005 – FleetPride, Inc. and U.S. Trust Company, N.A.

Summary

This Thirteenth Supplemental Indenture, dated July 14, 2000, is an agreement among FleetPride, Inc., its guarantor subsidiaries, and U.S. Trust Company, N.A., as trustee. It confirms that FleetPride, as the surviving company after a merger with its subsidiary, irrevocably guarantees all obligations under its 12% Senior Subordinated Notes due 2005. The agreement ensures that noteholders remain protected and that the guarantee continues until all obligations are fully paid or released, in accordance with the original indenture's terms.

EX-4.1 2 ex4-1.txt SOMETHING 1 EXHIBIT 4.1 THIRTEENTH SUPPLEMENTAL INDENTURE Thirteenth Supplemental Indenture (this "Thirteenth Supplemental Indenture"), dated as of July 14, 2000, among the Company (as defined in the Indenture referred to herein), the 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 (the "Guarantee"); WHEREAS, the Company's direct wholly owned subsidiary, Tisco of Redding, Inc., a California corporation ("Redding"), has 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, Redding has merged with and into the Company, with the Company as the surviving corporation in the merger; WHEREAS, the Indenture provides that the Company must unconditionally guarantee, on a senior subordinated basis, all of Redding's obligations under Redding's Guarantee and the Indenture; and WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Thirteenth 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 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 Company irrevocably and unconditionally guarantees the Guarantee Obligations of Redding, including (i) the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, 2 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 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 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 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 Company 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 THIRTEENTH 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 Thirteenth 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) 2 3 IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth 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/ John J. Greisch -------------------------------------------- Name: John J. Greisch 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/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President TRUCK & TRAILER PARTS, INC., a Georgia corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President FLEETPRIDE CORPORATION (formerly known as City Truck Holdings, Inc.), a Delaware corporation as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President 4 TRUCKPARTS, INC., a Connecticut corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: Chief Executive Officer ASSOCIATED BRAKE SUPPLY, INC., a California corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President ASSOCIATED TRUCK CENTER, INC., a California corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President ONYX DISTRIBUTION, INC., a California corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President TISCO, INC., a California corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: Vice President 5 ACTIVE GEAR, L.L.C., a Washington limited liability company, as Guarantor By: FLEETPRIDE, INC., its sole member By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President SUPERIOR TRUCK & AUTO SUPPLY, INC., a Massachusetts corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: Vice President QDSP HOLDINGS, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President QUALITY DISTRIBUTION SERVICE PARTNERS, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President AUTOMOTIVE SALES COMPANY, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President 6 CB ACQUISITION SUB, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President CITY SPRING WORKS, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President FLEETPRIDE OF AGAWAM, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President FOUR-T SALES & SERVICE, INC., a Nebraska corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President HOLT INCORPORATED, a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President 7 NEW ENGLAND TRUCK & AUTO SERVICE, INC., a Massachusetts corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President PARTS DISTRIBUTING COMPANY, LTD., a Texas limited partnership, as Guarantor By: PARTS MANAGEMENT COMPANY, its General Partner By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President PARTS HOLDINGS COMPANY, a Nevada corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President PARTS MANAGEMENT COMPANY, a Texas corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President POWER EQUIPMENT INTERNATIONAL, INC., a Texas corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President 8 POWER EXPORT DISTRIBUTING COMPANY, a Texas corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President SLM POWER GROUP, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President SPECIALIZED SALES & SERVICE, INC., an Oregon corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President TBS, INCORPORATED, an Arizona corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President TRUCK CITY PARTS, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President 9 STATS REMANUFACTURING CENTER, INC., a Nebraska corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President UNIVERSAL JOINT SALES COMPANY, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President WHEATLEY TRUCK PARTS, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President WHEELS AND BRAKES, INC., a Georgia corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President FLEETPRIDE WEST, INC., a Delaware corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: Vice President 10 OKLAHOMA TRUCK SUPPLY ASSOC., INC., an Oklahoma corporation, as Guarantor By: /s/ John J. Greisch -------------------------------------------- Name: John J. Greisch Title: President U.S. TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ Garrett P. Smith -------------------------------------------- Name: Garrett P. Smith Title: Assistant Vice President