FIRST SUPPLEMENTAL INDENTURE
Exhibit (d)(1)(v)
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2005,
among, Fastlane Merger LLC, a Delaware limited liability company (“Fastlane”), Xxxxxx’x Inc., a
Delaware corporation (“Xxxxxx’x”), MDAS Inc., a Delaware corporation (“MDAS”), Xxxxxx’x Discount
Auto Stores, Inc., a Michigan corporation (“Xxxxxx’x Stores,” together with Fastlane, Xxxxxx’x, and
MDAS, the “New Guarantors” and each a “New Guarantor”), CSK Auto, Inc., an Arizona corporation (the
“Company”), CSK Auto Corporation, a Delaware corporation and the parent of the Company (the
“Issuer”), XXXXXXX.XXX, Inc., a Delaware corporation, and The Bank of New York Trust Company, N.A.,
a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H :
WHEREAS the Company, the Issuer and the existing Subsidiary Guarantor have heretofore executed
and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the
“Indenture”) dated as of July 29, 2005, providing for
the issuance of the Company’s 33/8% Senior
Exchangeable Notes due 2025 (the “Notes), initially in the aggregate principal amount of
$110,000,000 (or up to $125,000,000 if the Initial Purchasers exercise their over-allotment option
set forth in the Purchase Agreement in full), and Additional Notes as provided in the Indenture;
WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Company is
required to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which each New Guarantor shall unconditionally guarantee all the Company’s obligations
under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth
herein and in the Indenture; and
WHEREAS pursuant to Section 10.01 of the Indenture, the Trustee, the Company, the Issuer and
the existing Subsidiary Guarantors are 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, each New Guarantor, the Company, the
Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders
of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words
“herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally
with the Issuer and all existing Subsidiary Guarantors, to unconditionally guarantee the Company’s
obligations under the Notes and the Indenture on the terms and subject to the
conditions set forth in Article 15 of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.
3. Notices. All notices or other communications to each New Guarantor shall be given
as provided in Section 16.03 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
7. Execution in Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
8. Effect of Headings. The titles and headings of the Sections of this Supplemental
Indenture have been inserted for convenience of reference only, and are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
FASTLANE MERGER LLC |
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By: | CSK Auto, Inc., its Sole Member | |||
By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title | Vice President, General Counsel and Secretary | |||
XXXXXX’X INC. |
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By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title: | Vice President, General Counsel and Secretary | |||
MDAS INC. |
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By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title: | Vice President, General Counsel and Secretary | |||
XXXXXX’X DISCOUNT AUTO STORES, INC. |
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By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title: | Vice President, General Counsel and Secretary | |||
CSK AUTO, INC. |
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By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title: | Vice President, General Counsel and Secretary | |||
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CSK AUTO CORPORATION |
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By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title: | Vice President, General Counsel and Secretary | |||
XXXXXXX.XXX, INC. |
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By: | /s/ XXXXX XXX XXXXXXXX | |||
Name: | Xxxxx Xxx Xxxxxxxx | |||
Title: | Vice President, General Counsel and Secretary | |||
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee |
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By: | /s/ XXXXXXX XXXXX | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Vice President | |||
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