Exhibit 10.1
FOURTH SUPPLEMENTAL
INDENTURE
This FOURTH SUPPLEMENTAL INDENTURE
(the “ Fourth Supplemental Indenture ”) is dated
as of December 31, 2008, between O’Reilly
Automotive, Inc., a Missouri corporation, CSK Auto
Corporation, a Delaware Corporation, CSK Auto, Inc., an
Arizona corporation (the “ Company ”),
CSKAuto.com, Inc., a Delaware corporation, and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “
Trustee ”).
WHEREAS, the parties hereto are parties to an
Indenture, dated as of December 19, 2005, as amended and
supplemented by the First Supplemental Indenture (the “
First Supplemental Indenture ”) dated as of
December 30, 2005, the Second Supplemental Indenture, dated as
of July 27, 2006 (the “ Second Supplemental
Indenture ”) and the Third Supplemental Indenture, dated
as of July 11, 2008 (the “ Third Supplemental
Indenture ”) (together with the First Supplemental
Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, the “ Indenture ”),
pursuant to which the Company issued its 4 5/8% (as increased to
6¾% by the Second Supplemental Indenture) Exchangeable
Senior Notes due 2025 (the “ Notes
”);
WHEREAS, Section 10.01(f) provides
that the parties to the Indenture may enter into indentures
supplemental thereto to modify the Indenture to correct any
inconsistency or otherwise defective provision contained therein so
long as such action will not adversely affect interests of
holders;
WHEREAS, the parties to the Indenture desire to
amend the Third Supplemental Indenture to correct the definition of
Exchange Rate therein;
WHEREAS, such correction does and will not
adversely affect the interests of holders;
WHEREAS, this Fourth Supplemental Indenture
shall be deemed effective as of the effectiveness of the Merger (as
defined in the Third Supplemental Indenture); and
WHEREAS, the execution and delivery of this
Fourth Supplemental Indenture has been duly authorized and all
conditions and requirements necessary to make this instrument a
valid and binding agreement have been duly performed and complied
with.
NOW, THEREFORE, in consideration of the premises
set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is
mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders, as follows:
ARTICLE 1
EFFECT OF
MERGER
Section 1.01
At and after the effective time of
the Merger, Section 14.04 of the Indenture shall be amended by
deleting the text of such Section in its entirety and
replacing it with the following text:
Section 14.04.
Exchange Rate
. Each $1,000 Principal Amount
of the Notes shall b
