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UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549

 
  
FORM 8-K
 
CURRENT REPORT  
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) December 21, 2012
 
 
 
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-16797
54-2049910
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
5008 Airport Road, Roanoke, Virginia
24012
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's telephone number, including area code (540) 362-4911
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 




o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

Advance Auto Parts, Inc., (the “Company”) entered into the Fourth Supplemental Indenture, dated as of December 21, 2012 to the Indenture, dated as of April 29, 2010, among the Company, Advance Stores Company, Incorporated, the Company's wholly owned subsidiary (“Advance Stores”), certain of Advance Stores' domestic subsidiaries, and Wells Fargo Bank, National Association, as trustee (the “Trustee”) (the “Fourth Supplemental Indenture”), to acknowledge the addition of one of Advance Stores' domestic subsidiaries as a Subsidiary Guarantor under the Indenture related to the Company's 5.75% senior unsecured notes that were issued in April 2010 and 4.50% senior unsecured notes that were issued in January 2012. The above description of the Fourth Supplemental Indenture is not complete and is qualified in its entirety by the full text of the Fourth Supplemental Indenture, which is filed as Exhibit 4.5 to this Current Report on Form 8-K.

On May 27, 2011, the Company, as Guarantor, entered into a $750 million unsecured five-year revolving credit facility (the “2011 Credit Agreement”) with Advance Stores, as Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The 2011 Credit Agreement is guaranteed by the Company and certain domestic subsidiaries of Advance Stores, including its Material Subsidiaries (as defined in the 2011 Credit Agreement) pursuant to the Guarantee Agreement (the "Guarantee Agreement") among the Company, Advance Stores, and its Material Subsidiaries in favor of the Agent for the lenders under the 2011 Credit Agreement. Pursuant to the Supplement No. 1 to Guarantee Agreement, dated as of December 21, 2012 (the “Supplement”), certain domestic subsidiaries of Advance Stores have been added as guarantors under the Guarantee Agreement. The above description of the Supplement is not complete and is qualified in its entirety by the full text of the Supplement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit Number
 
 
 
 
 
4.1 (1)
Indenture, dated as of April 29, 2010, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
4.2 (1)
First Supplemental Indenture, dated as of April 29, 2010, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
4.3 (2)
Second Supplemental Indenture, dated as of May 27, 2011, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
4.4 (3)
Third Supplemental Indenture, dated as of January 17, 2012, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
4.5
Fourth Supplemental Indenture, dated as of December 21, 2012, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
10.1
Supplement No. 1 to Guarantee Agreement.
______________________________
(1) Incorporated by reference from the same numbered exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2010.
(2) Incorporated by reference from Exhibit 10.45 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2011.
(3) Incorporated by reference from Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2012.


 





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ADVANCE AUTO PARTS, INC.
 
 
(Registrant)
 
 
 
Date: December 21, 2012
 
/s/ Michael A. Norona
 
 
(Signature)*
 
 
Michael A. Norona
 
 
Executive Vice President and Chief Financial Officer
* Print name and title of the signing officer under his signature.






EXHIBIT INDEX

 
Exhibit No.
 
Description
 
 
 
 
 
4.1 (1)
 
Indenture, dated as of April 29, 2010, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
 
4.2 (1)
 
First Supplemental Indenture, dated as of April 29, 2010, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
 
4.3 (2)
 
Second Supplemental Indenture, dated as of May 27, 2011, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
 
4.4 (3)
 
Third Supplemental Indenture, dated as of January 17, 2012, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
 
4.5
 
Fourth Supplemental Indenture, dated as of December 21, 2012, among Advance Auto Parts, Inc., each of the Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
 
 
 
 
 
10.1
 
Supplement No. 1 to Guarantee Agreement.
______________________________
(1) Incorporated by reference from the same numbered exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2010.
(2) Incorporated by reference from Exhibit 10.45 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2011.
(3) Incorporated by reference from Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2012.





Exhibit 4.5

Execution Version
 


ADVANCE AUTO PARTS, INC.
______________________________________

FOURTH SUPPLEMENTAL INDENTURE

Dated as of December 21, 2012
______________________________________

to the

INDENTURE

Dated as of April 29, 2010

among

ADVANCE AUTO PARTS, INC.

as Issuer,

EACH OF THE SUBSIDIARY GUARANTORS FROM

TIME TO TIME PARTY HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee



 













FOURTH SUPPLEMENTAL INDENTURE, dated as of December 21, 2012 (this “ Fourth Supplemental Indenture ”), to the Indenture, dated as of April 29, 2010 (the “ Original Indenture ”), among ADVANCE AUTO PARTS, INC., a Delaware corporation (the “ Company ”), THE SUBSIDIARY GUARANTORS listed on the signature page hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”).

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of the Company, to be issued in one or more Series;

WHEREAS, pursuant to the Original Indenture, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered a (i) first supplemental Indenture, dated as of April 29, 2010, to provide for a Series of Securities (the “ First Supplemental Indenture ”), (ii) second supplemental indenture, dated as of May 27, 2011, to provide for the release of certain Subsidiary Guarantors (the “ Second Supplemental Indenture ”) and (iii) third supplemental indenture, dated as of January 17, 2012, to provide for a Series of Securities (the “ Third Supplemental Indenture ”) (the Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture is hereinafter called the “ Indenture ”);

WHEREAS, Section 4.09 of the Original Indenture provides, among other things, that if any Credit Facility Debt or Capital Markets Debt of the Company or any Subsidiary of the Company is or becomes guaranteed by any Domestic Subsidiary of the Company, then, if such Subsidiary of the Company is not already a Subsidiary Guarantor, the Company shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Subsidiary Guarantor;

WHEREAS, Section 9.01(i) of the Original Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of adding a Guarantee with respect to the Securities; and

WHEREAS, all action on the part of the Company necessary to authorize this Fourth Supplemental Indenture has been duly taken.

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

That, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and ratable benefit of the Holders as follows:







ARTICLE I

Definitions

SECTION 1.02. Definitions .

A. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture.

B. The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.

ARTICLE II

Guarantors

SECTION 2.02. Subsidiary Guarantors . From this date, in accordance with Sections 4.09 and 10.01 of the Indenture and by executing this Fourth Supplemental Indenture, the Subsidiary Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereof.

ARTICLE III

Miscellaneous

SECTION 3.01 Ratification of Original Indenture; Supplemental Indentures Part of Original Indenture . Except as expressly amended hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 3.02 Concerning the Trustee . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.

SECTION 3.03 Counterparts . This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.04 GOVERNING LAW . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING




EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



 






IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

ADVANCE AUTO PARTS, INC.,
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief Financial Officer
 
 


AAP FINANCIAL SERVICES, INC.
     By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: President, Chief Financial Officer
 
 
AAP AUTO BUSINESS SUPPORT, LLC
     By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: President, Chief Financial Officer, Assistant Secretary

ADVANCE AUTO INNOVATIONS, LLC
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Treasurer, Assistant Secretary
 
 


[Supplemental Indenture - Signature Page]









ADVANCE AUTO OF PUERTO RICO, INC.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Treasurer, Assistant Secretary
 
 

ADVANCE E-SERVICE SOLUTIONS, INC.
     By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief Financial Officer, Assistant Secretary
 
 
ADVANCE PATRIOT, INC.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: President, Treasurer, Assistant Secretary
 
 

ADVANCE STORES, COMPANY,
INCORPORATED
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief Financial Officer, Assistant Secretary
 
 


[Supplemental Indenture - Signature Page]











ADVANCE TRUCKING CORPORATION
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief Financial Officer, Assistant Secretary
 
 

AUTOPART INTERNATIONAL, INC.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Vice President, Chief Financial
Officer, Assistant Clerk
 
 
CROSSROADS GLOBAL TRADING CORP.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief
Financial Officer, Treasurer,
Assistant Secretary
 
 
 
 
DISCOUNT AUTO PARTS, LLC
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Vice President, Treasurer,
Assistant Secretary
 
 

[Supplemental Indenture - Signature Page]







DRIVERSIDE, INC.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief
Financial Officer, Assistant
Secretary
 
 
 
 
E-ADVANCE, LLC
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President,
Treasurer, Assistant Secretary
 
 
 
 
MOTOLOGIC, INC.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: Executive Vice President, Chief
Financial Officer, Assistant
Secretary
 
 
 
 
TTR, INC.
By
 
/s/ Michael Norona
 
Name: Michael Norona
 
Title: President, Chief Financial Officer, Assistant Secretary
 
 




[Supplemental Indenture - Signature Page]



 





WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By
 
 
 
Name:
 
Title:




















[Supplemental Indenture - Signature Page]






Exhibit 10.1

Execution Version

SUPPLEMENT No. 1 (this “ Supplement ”) dated as of December 21, 2012, to the Guarantee Agreement dated as of May 27, 2011 (the “ Guarantee Agreement ”), among ADVANCE AUTO PARTS, INC., a Delaware corporation (“ Holdings ”), ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the “ Borrower ”), the subsidiaries of the Borrower from time to time party thereto (the “ Subsidiary Guarantors ” and, together with Holdings, the “ Guarantors ”) and JPMORGAN CHASE BANK, N.A., a New York banking corporation (“ JPMCB ”), as administrative agent for the Lenders (as defined in the Credit Agreement referred to below).
 
A. Reference is made to the Credit Agreement dated as of May 27, 2011 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Holdings, the Borrower, the lenders from time to time party thereto (the “ Lenders ”) and JPMCB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.
 
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee Agreement.
 
C. The Borrower and the Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement and Section 20 of the Guarantee Agreement, each Material Subsidiary that was not in existence or not a Material Subsidiary on the date of the Credit Agreement is required to enter into this Guarantee Agreement as a Subsidiary Guarantor no more than 30 days after the date of determination (in accordance with the provisions of the definition of such term in the Credit Agreement) that such Subsidiary has become (or is deemed to be) a Material Subsidiary. Section 20 of the Guarantee Agreement provides that additional Subsidiaries may become Subsidiary Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (each a “ New Guarantor ” and, collectively, the “ New Guarantors ") are executing this Supplement in accordance with the requirements of the Credit Agreement and the Guarantee Agreement to become Subsidiary Guarantors under the Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.
 
Accordingly, the Administrative Agent and the New Guarantors agree as follows:
 
SECTION 1. In accordance with Section 20 of the Guarantee Agreement, each New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and such New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guarantee Agreement shall be deemed to include the New Guarantors. The Guarantee Agreement is hereby incorporated herein by reference.
 
Each New Guarantor represents and warrants to the Administrative Agent, the other Lenders and the Issuing Banks that this Supplement has been duly authorized, executed and




delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
 
This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantors and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic methods of transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
 
Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect.
 
SECTION 2. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
 
All communications and notices hereunder shall be in writing and given as provided in Section 13 of the Guarantee Agreement. All communications and notices hereunder to the New Guarantors shall be given to them in care of the Borrower.
 
The New Guarantors agree to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent.


    




IN WITNESS WHEREOF, the New Guarantors and the Administrative Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written.
 


AAP FINANCIAL SERVICES, INC.


By:      /s/ Michael Norona             
Name: Michael Norona
Title: Chief Financial Officer

DRIVERSIDE, INC.


By:      /s/ Michael Norona             
Name: Michael Norona
Title: Executive Vice President, Chief Financial
Officer, Assistant Secretary

MOTOLOGIC, INC.


By:      /s/ Michael Norona             
Name: Michael Norona
Title: Executive Vice President, Chief Financial
Officer, Assistant Secretary

ADVANCE E-SERVICE SOLUTIONS, INC.


By:      /s/ Michael Norona             
Name: Michael Norona
Title: Executive Vice President, Chief Financial
Officer, Assistant Secretary


JPMORGAN CHASE BANK, N.A., as
Administrative Agent


By:                         
Name:
Title: