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Exhibit
10.3
FIRST SUPPLEMENTAL
INDENTURE
FIRST SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of
December 30, 2005, among, MDAS, Inc., a Delaware corporation
(“MDAS”), Murray’s Discount Auto Stores, Inc., a
Michigan corporation (“Murray’s Stores,” together
with 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”), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a national banking association, as trustee under the
indenture referred to below (the “Trustee”).
WITNESSETH
:
WHEREAS the Company, the
Issuer and the existing Subsidiary Guarantors have heretofore
executed and delivered to the Trustee an Indenture (as amended,
supplemented or otherwise modified, the “Indenture”)
dated as of December 19, 2005, providing for the issuance of
the Company’s 4 5
/ 8 % Senior Exchangeable Notes due 2025
(the “Notes”), initially in the aggregate principal
amount of $85,000,000 (or up to $100,000,000 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 such 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 se
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