Exhibit 4.1.6
HDA PARTS SYSTEM, INC.,
AS ISSUER
THE SEVERAL GUARANTORS PARTIES THERETO
AND
U.S. TRUST COMPANY OF CALIFORNIA, N.A.,
AS TRUSTEE
SIXTH SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 27, 1999
SUPPLEMENTING THE INDENTURE,
DATED AS OF JULY 31, 1998,
AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 30, 1999,
AND THE SECOND SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 21, 1998,
AS SUPPLEMENTED BY THE THIRD SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 11, 1999,
AND THE FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF April 20, 1999, AND
AS SUPPLEMENTED BY THE FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF June 7, 1999,
AMONG HDA PARTS SYSTEM, INC.,
THE SEVERAL GUARANTORS PARTIES THERETO
AND U.S. TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEE
___________________
$100,000,000
12% SENIOR SUBORDINATED NOTES DUE 2005
THIS SIXTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of September 27, 1999, among HDA Parts System, Inc. (the "Company"), the several
guarantors parties thereto (the "Guarantors") and U.S. Trust Company of
California, N.A., 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 (the "Indenture"), dated as of July 31, 1998 providing for the
issuance of 12% Senior Subordinated Notes due 2005 (the "Notes");
WHEREAS, Section 9.2 of the Indenture provides that the Company, when
authorized by a resolution of its Board of Directors, and the Trustee, together
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes outstanding and not owned by the Company or an
affiliate of the Company, may amend the Indenture, provided that the consent of
Holders of at least 662/3% in aggregate principal amount of Notes outstanding
and not owned by the Company or an affiliate of the Company is necessary to
modify the provisions of Article X (Right to Require Repurchase) of the
Indenture in a manner adverse to the Holders;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the parties hereto are entering into this Supplemental Indenture
to amend certain of the definitions contained in Article I of the Indenture (the
"Proposed Amendment"); and
WHEREAS, the Holders of not less than 662/3% in aggregate principal amount
of the Notes outstanding and not owned by the Company or an affiliate of the
Company, have duly consented to the Proposed Amendment; and
WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Trustee (i) a copy of resolutions of the Board
of Directors of the Company, (ii) evidence of the written consent of the Holders
of Notes described in the immediately preceding clause and (iii) an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent and covenants, if any, provided for in the Indenture relating to the
execution and delivery of the Supplemental Indenture have been complied with;
and
WHEREAS, the conditions set forth in the Indenture for the execution and
delivery of this Supplemental Indenture have been complied with; and
WHEREAS, all other acts and things necessary to make this Supplemental
Indenture a valid agreement of the Company and the Trustee, in accordance with
its terms, and a valid amendment of, and supplement to, the Indenture have been
done;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the 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 used herein without definition shall have the
meanings assigned to them in the Indenture.
2. Amendment of Section 1.1 of the Indenture:
(a) The definition of "Excluded Persons " in Section 1.1 is amended to
read in its entirety as follows:
"Excluded Persons" means Brentwood, Larry Clayton, James Stone and the
Aurora Funds and (i) any controlling stockholder, general partner, majority
owned Subsidiary, or spouse or immediate family member (in the case of an
individual) of such Person or (ii) (a) any trust, corporation, partnership
or other entity, the beneficiaries, stockholders, partners, owners of
Persons beneficially holding 80% or more of the Voting Stock of which
consist of such Person and/or such other Persons referred to in the
immediately preceding clause (i) or (b) any partnership the sole general
partner of which is such Person or one of the Persons referred to in clause
(i).
(b) The definition of "Aurora Funds" will be added to Section 1.1 and
will read in its entirety as follows:
"Aurora Funds" means Aurora Equity Partners II, L.P., Aurora Overseas
Equity Partners II, L.P. and Quality Distribution Equity Partners, L.P.,
together with any Person directly or indirectly controlling or controlled
by or under direct or common control with Aurora Equity Partners II, L.P.,
Aurora Overseas Equity Partners II, L.P. and Quality Distribution Equity
Partners, L.P.
3. Operation of Proposed Amendment. Upon the execution and delivery of
this Supplemental Indenture by the Trustee, the Company and the Guarantors, the
Proposed Amendment contained herein will become effective but will not become
operative until (i) the merger between the Company and QDSP Holdings, Inc. is
consummated and (ii) the Company has deposited with the Trustee, acting as
paying agent, the Consent Payment of $ 30.00 per $1,000 of Notes, for
distribution to Holders of Notes who have consented to the Proposed Amendment.
THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
4. THIS 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 LAWS.
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.
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.
HDA PARTS SYSTEM, INC., an Alabama corporation
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: President and CEO
CITY TRUCK AND TRAILER PARTS OF ALABAMA, INC.,
an Alabama corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
CITY TRUCK AND TRAILER PARTS OF ALABAMA L.L.C.,
an Alabama limited liability company, as Guarantor
By: HDA Parts System, Inc., its sole member
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: President and CEO
CITY TRUCK AND TRAILER PARTS OF TENNESSEE INC., a Tennessee
corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
CITY FRICTION, INC., an Alabama corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
TRUCK AND TRAILER PARTS, INC., a Georgia corporation, as
Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
CITY TRUCK HOLDINGS, INC., a Delaware corporation, as
Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: President
TRUCK PARTS, INC., a Connecticut corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
ASSOCIATED BRAKE SUPPLY, INC., a California
corporation, as Guarantor
ASSOCIATED TRUCK CENTER, INC., a California
corporation, as Guarantor
ASSOCIATED TRUCK PARTS OF NEVADA, INC., a Nevada
corporation, as Guarantor
ONYX DISTRIBUTION, INC., a California corporation, as
Guarantor
FREEWAY TRUCK PARTS OF WASHINGTON, INC., a
Washington corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
TISCO, INC., a California corporation, as Guarantor
TISCO OF REDDING, INC., a California corporation, as
Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
ACTIVE GEAR, L.L.C., a Washington limited liability
company, as Guarantor
By: HDA Parts System, Inc., its sole member
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: President and CEO
U.S. TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By: __________________________________________
Name:
Title:
SUPERIOR TRUCK & AUTO SUPPLY, INC., a Massachusetts
corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President
TISCO, INC., a California corporation, as Guarantor
TISCO OF REDDING, INC., a California corporation, as
Guarantor
By:
------------------------------------------
Name: John J. Greisch
Title: Vice President
ACTIVE GEAR, L.L.C., a Washington limited liability
company, as Guarantor
By: HDA Parts System, Inc., its sole member
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: President and CEO
U.S. TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By: /s/ Sandee Parks
------------------------------------------
Name: Sandee Parks
Title: Vice President
SUPERIOR TRUCK & AUTO SUPPLY, INC., a Massachusetts
corporation, as Guarantor
By: /s/ John J. Greisch
------------------------------------------
Name: John J. Greisch
Title: Vice President