Exhibit 4.12
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "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 a direct or indirect subsidiary of Advance Stores Company,
Incorporated (the "Company"); (collectively, the "New Guarantors"), and The Bank
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, the Company has heretofore executed and delivered to the Trustee
an indenture, dated as of October 31, 2001 (the "Indenture"), providing for the
issuance of an aggregate principal amount of $200,000,000 of 10-1/4% Senior
Subordinated Notes due 2008 (the "Securities");
WHEREAS, Section 11.05 of the Indenture provides that under certain
circumstances the Company may cause, and Section 11.03 of the Indenture provides
that under certain circumstances the Company 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 the
Company's Obligations under the Securities 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 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 Securities 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 the Company's
Obligations under the Securities 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 the Company or any Guarantor under the Securities, any
Subsidiary Guarantees, the Indenture or this 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 Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities.
4. NEW YORK LAW TO GOVERN. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.
5. COUNTERPARTS. The parties may sign any number of copies of this
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 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 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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