Exhibit 4.7
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated
as of November 28, 2001, by and among Discount Auto Parts, Inc., DAP Acceptance
Corp., Western Auto of Puerto Rico, Inc., Western Auto of St. Thomas, Inc.,
WASCO Insurance Agency, Inc., Advance Merchandising Company, Inc. and Advance
Aircraft Company, Inc., each an indirect subsidiary of Advance Stores Company,
Incorporated ("ASCI"); (collectively, the "New Guarantors"), and The Bank of New
York, as successor to the corporate trust business of United States Trust
Company of New York, as trustee under the indenture referred to below (the
"Trustee"). Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, ASCI has heretofore executed and delivered to the Trustee an
indenture, dated as of April 15, 1998, as supplemented as of November 2, 1998,
and as further supplemented as of June 30, 1999 (as supplemented, the
"Indenture"), providing for the issuance of an aggregate principal amount of
$200,000,000 of 10.25% Senior Subordinated Notes due 2008 (the "Notes");
WHEREAS, Section 11.05 of the Indenture provides that under certain
circumstances ASCI may cause, and Section 11.03 of the Indenture provides that
under certain circumstances ASCI must cause, certain of its subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of ASCI's Obligations
under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions
set forth therein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Third Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantors 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 SUBSIDIARY GUARANTEE. The New Guarantors hereby agree,
jointly and severally with all other Guarantors, to guarantee ASCI's Obligations
under the Notes and the Indenture on the terms and subject to the conditions set
forth in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Guarantor, as such,
shall have any liability for any obligations of ASCI or any Guarantor under the
Notes, any Subsidiary Guarantees, the Indenture or this Third Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations
or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.
4. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Third Supplemental Indenture.
5. COUNTERPARTS. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Third
Supplemental Indenture or for or in respect of the correctness of the recitals
of fact contained herein, all of which recitals are made solely by the New
Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
Dated: November 28, 2001 DISCOUNT AUTO PARTS, INC.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Assistant Secretary
DAP ACCEPTANCE CORP.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Assistant Secretary
WESTERN AUTO OF PUERTO RICO, INC.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Senior Vice President,
General Counsel and Secretary
WESTERN AUTO OF ST. THOMAS, INC.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Senior Vice President,
General Counsel and Secretary
WASCO INSURANCE AGENCY, INC.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Senior Vice President,
General Counsel and Secretary
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ADVANCE MERCHANDISING COMPANY, INC.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Secretary
ADVANCE AIRCRAFT COMPANY, INC.
By: /s/ Eric M. Margolin
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Name: Eric M. Margolin
Title: Secretary
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Dated: November 28, 2001 THE BANK OF NEW YORK,
as Trustee
By: /s/ Louis P. Young
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Name: Louis P. Young
Title: Authorized Signer
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