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 63⁄4% 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 be exchangeable into 25.9697 shares
of common stock of O’Reilly and $60.6061 in cash (herein called the “Exchange
Rate”), subject to adjustment as provided in this Article 14.


 


ARTICLE 2


 


MISCELLANEOUS


 


Section 2.01           Capitalized terms used herein and not
defined herein have the meanings ascribed to such terms in the Indenture.


 

















 


Section 2.02           This Fourth Indenture shall be deemed
effective as of the effective time of the Merger.


 


Section 2.03           As of the effective time of the Merger, the
Indenture shall be supplemented and amended in accordance herewith, and this
Fourth Supplemental Indenture shall form part of the Indenture for all
purposes, and the Holder of every Note heretofore or hereafter authenticated
and delivered under the Indenture shall be bound thereby. The Trustee accepts
the trusts created by the Indenture, as amended and supplemented by this Fourth
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions of the Indenture, as amended and supplemented by this Fourth
Supplemental Indenture.


 


Section 2.04           This Fourth Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture. The Indenture,
as amended and supplemented by this Fourth Supplemental Indenture, shall be
read, taken and construed as one and the same instrument and all provisions in
the Indenture and the Notes shall remain in full force and effect in accordance
with the terms thereof and as amended and supplemented by this Fourth
Supplemental Indenture.


 


Section 2.05           In case any one or more of the provisions
contained in this Fourth Supplemental Indenture shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Fourth Supplemental Indenture, but this Fourth Supplemental Indenture shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


 


Section 2.06           The parties may sign any number of copies of
this Fourth Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.


 


Section 2.07           The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity and sufficiency of this
Fourth Supplemental Indenture or for or in respect of the recitals and
statements contained herein, all of which are made solely by the Company.


 


Section 2.08           In entering into this Fourth Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of
the Indenture and the Notes relating to the conduct or affecting the liability
of or affording protection to the Trustee, whether or not elsewhere herein so
provided.


 


Section 2.09           All covenants and agreements in this Fourth
Supplemental Indenture by the Company and the Trustee shall bind their
respective successors and assigns. Nothing in this Fourth Supplemental
Indenture, express or implied, shall give to any person, other than the parties
hereto and their successors under the Indenture and the Holders of the Notes,
any benefit of any legal or equitable right, remedy or claim under the
Indenture.


 


Section 2.10           This Fourth Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of law.


 


[Signature page follows]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Fourth Supplemental Indenture to be duly executed as of the day and year
first above written.


 


	
   

  	
  O’REILLY AUTOMOTIVE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas McFall

  
	
   

  	
   

  	
  Name:

  	
  Thomas McFall

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSK AUTO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas McFall

  
	
   

  	
   

  	
  Name:

  	
  Thomas McFall

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSK AUTO CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas McFall

  
	
   

  	
   

  	
  Name:

  	
  Thomas McFall

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSKAUTO.COM, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas McFall

  
	
   

  	
   

  	
  Name:

  	
  Thomas McFall

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melonee Young

  
	
   

  	
   

  	
  Name:

  	
  Melonee Young

  
	
   

  	
   

  	
  Title:

  	
  Vice President