CREDIT AGREEMENT Dated as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS, INC., as Borrower, AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., as Holdings, each GUARANTOR from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, and...Credit Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”; as hereinafter further defined), AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Borrower”), the GUARANTORS from time to time party hereto, BANK OF AMERICA, N.A, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 28, 2010 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as...Credit Agreement • June 2nd, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 28, 2010 (this “Agreement”), is made by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), each subsidiary of the Company from time to time party hereto, the Lenders, BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder and as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, as co-collateral agent (in such capacity, together with its successors in such capacity, the “Co-Collateral Agent”).
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 30, 20122012, as amended by the First Amendment, dated as of March 22, 2013 among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, and BANK OF AMERICA, N.A., as the...Credit Agreement • May 10th, 2013 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2012 and amended as of the First Amendment Effective Date pursuant to the First Amendment to the Sixth Amended and Restated Credit Agreement (this “Agreement”), is made by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”) and successor by merger to ATD Acquisition Co. III, a Delaware corporation, and successor by merger to The Bowlus Service Company, an Ohio corporation, ATD ACQUISITION CO. VTRICAN TIRE DISTRIBUTORS INC. / DISTRIBUTEURS DE PNEUS TRICAN INC., a corporation organized under the laws of Canada (the “Initial Canadian Borrower“Trican”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), each other subsidiary of the Company from time to time party hereto, the Lenders, and BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder and as collateral agent for the Secured Parties (in such capacities, together with its successors in
INCREMENTAL AMENDMENT NO. 1Credit Agreement • August 15th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”; as hereinafter further defined), AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Borrower”), the GUARANTORS from time to time party hereto, BANK OF AMERICA, N.A, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ASSET PURCHASE AGREEMENT BY AND AMONG TRICAN TIRE DISTRIBUTORS INC., TRAIL TIRE DISTRIBUTORS LTD., ALLEN AMBROSIE AND GRANT AMBROSIE DATED AS OF JUNE 27, 2014Asset Purchase Agreement • August 15th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Alberta
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 27, 2014, by and among (i) TriCan Tire Distributors Inc., a corporation amalgamated under the laws of Canada (“Buyer”), (ii) Trail Tire Distributors Ltd., a corporation formed under the laws of the Province of Alberta (“Seller”), (iii) Allen Ambrosie, an individual resident in the Province of Alberta (“Allen”); and (iv) Grant Ambrosie, an individual resident in the Province of Alberta (“Grant” and together with Allen, the “Principals”).
STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2006 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of May 25, 2005 (the “Effective Date”), between American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”), and «NAME» (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 23rd, 2012 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • North Carolina
This Employment Agreement (“this Agreement”) is made and entered into effective as of January 23, 2012 (the “Effective Date”), by and between American Tire Distributors, Inc., a Delaware corporation (the “Company”), and Jason T. Yaudes. (“Executive”).
SECURITY AGREEMENT dated as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., AMERICAN TIRE DISTRIBUTORS, INC., THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Term Collateral AgentSecurity Agreement • August 15th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors from time to time party hereto and BANK OF AMERICA, N.A., as collateral agent for the Term Secured Parties (in such capacity, together with its successors in such capacity, the “Term Collateral Agent”).
ContractSupplemental Indenture • June 2nd, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
SUPPLEMENTAL INDENTURE, dated as of May 28, 2010, to the Indenture dated as of March 31, 2005 (as amended and supplemented to the date hereof, the “Indenture”), by and among American Tire Distributors, Inc., a Delaware corporation (the “Issuer”), American Tire Distributors Holdings, Inc., a Delaware corporation (“ATD Holdings”), Am-Pac Tire Dist. Inc., a California corporation (“Am-Pac”), Tire Pros Francorp, a California corporation (“Francorp” and, together with ATD Holdings and Am-Pac, the “Guarantors”) and US Bank National Association (as successor to Wachovia Bank, National Association), as trustee (the “Trustee”).
CANADIAN PLEDGE AND SECURITY AGREEMENT Dated as of November 30, 2012 from ATD ACQUISITION CO. V INC. TRIWEST TRADING (CANADA) LTD. to BANK OF AMERICA, N.A., as Administrative Agent and Collateral AgentCanadian Pledge and Security Agreement • March 11th, 2013 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Ontario
This CANADIAN PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of November 30, 2012, by and among ATD ACQUISITION CO. V INC., a corporation incorporated under the laws of Canada (together with its successors and permitted assigns, the “Initial Canadian Borrower”); TRIWEST TRADING (CANADA) LTD., a corporation incorporated under the laws of Canada (together with its successors and permitted assigns, “Triwest”); the Subsidiary Parties from time to time party hereto (collectively with the Initial Canadian Borrower and Triwest, the “Grantors” and each a “Grantor”); and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the lenders party to the Credit Agreement referred to below and in its capacity as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”).
SHARE PURCHASE AGREEMENT BY AND AMONG TRICAN TIRE DISTRIBUTORS INC., AMERICAN TIRE DISTRIBUTORS, INC. (SOLELY WITH RESPECT TO SECTION 13.15), AS PARENT GUARANTOR, REGIONAL TIRE HOLDINGS INC., REGIONAL TIRE DISTRIBUTORS INC. AND EACH OF THE OTHER...Share Purchase Agreement • May 10th, 2013 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Ontario
This Share Purchase Agreement (this “Agreement”) is entered into as of March 22, 2013, by and among (i) TriCan Tire Distributors Inc. (“Buyer”), a corporation formed under the laws of Canada, (ii) solely with respect to Section 13.15, American Tire Distributors, Inc., a Delaware corporation (“Parent Guarantor”), (iii) Regional Tire Distributors Inc., a corporation formed under the laws of the Province of Ontario (the “Company”), (iv) Regional Tire Holdings Inc., a corporation formed under the laws of Ontario (“Holdco”), (iv) the Sellers, and (v) the Principals.
STOCK PURCHASE AGREEMENT BETWEEN AMERICAN TIRE DISTRIBUTORS, INC. AND TTT HOLDINGS, INC. February 17, 2014Stock Purchase Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of February 17, 2014 (the “Effective Date”) between American Tire Distributors, Inc., a Delaware corporation (“Buyer”) and TTT Holdings, Inc., a Delaware corporation (“Seller”).
AGREEMENT AND PLAN OF MERGER AMONG ATD MERGER SUB II LLC, HERCULES TIRE HOLDINGS LLC, THE EQUITYHOLDERS THAT ARE PARTIES HERETO, AND, SOLELY FOR THE PURPOSES OF ARTICLE V AND SECTION 11.18, AMERICAN TIRE DISTRIBUTORS, INC. January 24, 2014Agreement and Plan of Merger • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into as of January 24, 2014, among ATD Merger Sub II LLC, a Delaware limited liability company (“Buyer”), Hercules Tire Holdings LLC, a Delaware limited liability company (the “Target”), the Equityholders that are listed on the signature pages hereto or that execute a Letter of Transmittal agreeing to be bound by the terms of this Agreement (each a “Seller” and, collectively, the “Sellers”), the Sellers’ Representative, and solely for the purposes of Article V and Section 11.18, American Tire Distributors, Inc., a Delaware corporation (“Parent”).
SHARE PURCHASE AGREEMENT BY AND AMONG ATD ACQUISITION CO. V INC., AMERICAN TIRE DISTRIBUTORS, INC. (SOLELY WITH RESPECT TO SECTION 13.15), AS PARENT GUARANTOR 1278104 ALBERTA INC. TRIWEST TRADING (CANADA) LTD. AND THE OTHER PARTIES HERETO Dated as of...Share Purchase Agreement • May 10th, 2013 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Ontario
This Share Purchase Agreement (this “Agreement”) is entered into as of November 30, 2012, by and among (i) ATD Acquisition Co. V Inc. (“Buyer”), a corporation formed under the laws of Canada, (ii) solely with respect to Section 13.15, American Tire Distributors, Inc., a Delaware corporation (“Parent Guarantor”), (iii) 1278104 Alberta Inc. a corporation formed under the laws of the Province of Alberta, Canada (“Seller”), (iv) Triwest Trading (Canada) Ltd., a corporation formed under the laws of Canada and a wholly owned subsidiary of Seller (the “Company”), (v) the Seller Shareholders, (vi) the Employco Shareholders, (vii) the Investco Shareholders and (viii) the Fabco Shareholders.
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
Sixth Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of January 31, 2014 among American Tire Distributors, Inc., a Delaware corporation (the “Issuer”), American Tire Distributors Holdings, Inc., a Delaware corporation, as a Guarantor, Am-Pac Tire Dist. Inc., a California corporation, as a Subsidiary Guarantor, Tire Wholesalers, Inc., a Washington corporation, as a Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
ASSET PURCHASE AGREEMENT BY AND AMONG TRICAN TIRE DISTRIBUTORS INC., KIRKS TIRE LTD., KIRK BROS. HOLDINGS LTD., W. R. KIRK HOLDINGS LTD., KGK HOLDINGS LTD., BJK HOLDINGS LTD. BRAD KIRK AND KEVIN KIRK DATED AS OF June 27, 2014Asset Purchase Agreement • August 15th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Alberta
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 27, 2014, by and among (i) TriCan Tire Distributors Inc., a corporation amalgamated under the laws of Canada (“Buyer”), (ii) Kirks Tire Ltd., a corporation formed under the laws of the Province of Alberta (“Seller”), (iii) Kirk Bros. Holdings Ltd., a corporation formed under the laws of the Province of Alberta (“Kirk Bros”); (iv) W. R. Kirk Holdings Ltd., a corporation formed under the laws of the Province of Alberta (“WR Holdings”); (v) KGK Holdings Ltd., a corporation formed under the laws of the Province of Alberta (“KGK Holdings”); (vi) BJK Holdings Ltd., a corporation formed under the laws of the Province of Alberta (“BJK Holdings”); (vii) Brad Kirk, an individual resident in the Province of Alberta (“Brad”); and (viii) Kevin Kirk, an individual resident in the Province of Alberta (“Kevin”, and together with Kirk Bros, WR Holdings, KGK Holdings, BJK Holdings and Brad, the “Principals”).
ASSET PURCHASE AGREEMENT BY AND AMONG TRICAN TIRE DISTRIBUTORS INC., REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC., KIRK BROS. HOLDINGS LTD., 1392438 ALBERTA LTD., ALLEN AMBROSIE, BRAD KIRK AND KEVIN KIRK DATED AS OF JUNE 27, 2014Asset Purchase Agreement • August 15th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Alberta
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 27, 2014, by and among (i) TriCan Tire Distributors Inc., a corporation amalgamated under the laws of Canada (“Buyer”), (ii) Regional Tire Distributors (Edmonton) Inc., a corporation formed under the laws of the Province of Alberta (“Seller”), (iii) Kirk Bros. Holdings Ltd., a corporation formed under the laws of the Province of Alberta (“Kirk Bros”), (iv) 1392438 Alberta Ltd., a corporation formed under the laws of the Province of Alberta (“139”), (v) Allen Ambrosie, an individual resident in the Province of Alberta (“Allen”), (vi) Brad Kirk, an individual resident in the Province of Alberta (“Brad”) and (vii) Kevin Kirk, an individual resident in the Province of Alberta (“Kevin” and together with Kirk Bros, 139, Allen and Brad, the “Principals”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., ACCELERATE HOLDINGS CORP., ACCELERATE ACQUISITION CORP., and INVESTCORP INTERNATIONAL, INC. (as Stockholders Representative) Dated as of April 20, 2010Agreement and Plan of Merger • April 23rd, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 20, 2010, by and among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (the “Company”), ACCELERATE HOLDINGS CORP., a Delaware corporation (“Buyer”), ACCELERATE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and INVESTCORP INTERNATIONAL, INC., solely in its capacity as a representative of the Stockholders (“Stockholders Representative”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 9.2.
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 16th, 2006 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of February 8,2006, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation and successor by merger to ATD Mergersub, Inc. (“American Tire”), THE SPEED MERCHANT, INC., a California corporation (“Speed Merchant”), T.O. HAAS HOLDING CO., INC., a Nebraska corporation (“Haas Holding”), T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation (“Haas Tire”), TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation (“Texas Holdings”), TEXAS MARKET TIRE, INC., a Texas corporation d/b/a BIG STATE TIRE SUPPLY (“Big State”), TARGET TIRE, INC., a North Carolina corporation (“Target”), WHOLESALE TIRE DISTRIBUTORS, INC., a Utah corporation (“WTD Utah”), WHOLESALE TIRE DISTRIBUTORS OF WYOMING, INC., a Wyoming corporation (“WTD Wyoming”), WHOLESALE TIRE DISTRIBUTORS OF IDAHO, INC., an Idaho corporation (“WTD Idaho”) and FARM TIRE & SUPPLY CO., INC., a Utah corporation
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts
This Second Amendment to Employment Agreement (this “Amendment”) is made as of April 6, 2009, between American Tire Distributors, Inc., a Delaware corporation, (the “Company”), and Richard P. Johnson (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • North Carolina
This Employment Agreement (“this Agreement”) is made and entered into effective as of December 6, 2005 (the “Effective Date”), by and between American Tire Distributors, Inc., a Delaware corporation (the “Company”), and David L. Dyckman (“Executive”).
American Tire Distributors Holdings, Inc. Unaudited Pro Forma Condensed Combined Financial InformationMerger Agreement • April 11th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts
SENIOR SECURED NOTES INDENTURE Dated as of May 28, 2010 Among AMERICAN TIRE DISTRIBUTORS, INC., AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., as a Guarantor, AM-PAC TIRE DIST. INC., as a Subsidiary Guarantor, and THE BANK OF NEW YORK MELLON TRUST...Security Agreement and Financing Statement • June 2nd, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
SECURED NOTES INDENTURE, dated as of May 28, 2010, among American Tire Distributors, Inc., a Delaware corporation (the “Issuer”), American Tire Distributors Holdings, Inc., a Delaware corporation (“Holdings”), as a Guarantor (as defined herein), Am-Pac Tire Dist. Inc., a California corporation (“Am-Pac”), as a Subsidiary Guarantor (as defined herein), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2015 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Employment Agreement (“Agreement”) is made and entered into effective as of April 1, 2014 (the “Effective Date”), by and between American Tire Distributors, Inc., a Delaware corporation (the “Company”), and William P. Trimarco (“Executive”).
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 9th, 2011 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into June 6, 2011, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American Tire”); AM-PAC TIRE DIST. INC., a California corporation (“Am-Pac”); THE BOWLUS SERVICE COMPANY, an Ohio corporation doing business as North Central Tire (“Bowlus”; together with American Tire and Am-Pac, collectively, “Borrowers” and each individually, a “Borrower”); AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); TIRE WHOLESALERS, INC., a Washington corporation (“Wholesalers”); ATD ACQUISITION CO. III, a Delaware corporation (“Acquisition Co.”; together with Holdings and Wholesalers, collectively, “Guarantors” and each individually, a “Guarantor”; Borrowers and Guarantors, collectively, “Obligors” and each individually, an “Obligor”); the Lenders signatory hereto; and BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacities
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2013 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2013, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American Tire”); AM-PAC TIRE DIST. INC., a California corporation (“Am-Pac”; together with American Tire, collectively, “U.S. Borrowers” and each individually, a “U.S. Borrower”); TRICAN TIRE DISTRIBUTORS INC. / DISTRIBUTEURS DE PNEUS TRICAN INC., a corporation organized under the laws of Canada (and the entity resulting from the amalgamation of ATD Acquisition Co. V Inc., Triwest Trading (Canada) Ltd. and Trican Tire Distributors Inc.), in its capacity as a Canadian Borrower (“Trican”; together with U.S. Borrowers, collectively, “Borrowers” and each individually, a “Borrower”); AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); TIRE WHOLESALERS, INC., a Washington corporation (“Wholesalers”; together with Holdings, collectively, “Guarantors” and each ind
FIRST AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • March 17th, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts
This FIRST AMENDMENT TO STOCK OPTION AGREEMENT (this “Amendment”) is made as of «DATE» (the “Effective Date”), between American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”), and «NAME» (the “Optionee”).
SENIOR SUBORDINATED NOTES INDENTURE Dated as of May 28, 2010 Among AMERICAN TIRE DISTRIBUTORS, INC., AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., as a Guarantor AM-PAC TIRE DIST. INC., as a Subsidiary Guarantor, and THE BANK OF NEW YORK MELLON TRUST...Subordinated Notes Indenture • June 2nd, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
SENIOR SUBORDINATED NOTES INDENTURE, dated as of May 28, 2010, among American Tire Distributors, Inc., a Delaware corporation (the “Issuer”), American Tire Distributors Holdings, Inc., a Delaware corporation (“Holdings”), as a Guarantor (as defined herein), Am-Pac Tire Dist. Inc., a California corporation (“Am-Pac”), as a Subsidiary Guarantor (as defined herein), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.
February 7, 2007American Tire Distributors Holdings, Inc. • February 5th, 2010 • Wholesale-motor vehicle supplies & new parts • New York
We refer to the Fourth Amended and Restated Loan and Security Agreement dated as of March 31, 2005 (as amended, restated, modified or supplemented and in effect on the date hereof, the “Loan Agreement”), by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American Tire”), THE SPEED MERCHANT, INC., a California corporation (“Speed Merchant”), T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation (“Haas Tire”), and SAMARITAN WHOLESALE TIRE COMPANY, a Minnesota corporation (“Samaritan”) (American Tire, Speed Merchant, Haas Tire, and Samaritan are referred to hereinafter individually as a “Borrower” and collectively as the “Borrowers”), the financial institutions party from time to time to the Loan Agreement (the “Lenders”), BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral and administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”), and the other agents named therein. Unless othe
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2006 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 30, 2005, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation and successor by merger to ATD MERGERSUB, Inc. (“American Tire”), THE SPEED MERCHANT, INC., a California corporation (“Speed Merchant”), T.O. HAAS HOLDING CO., INC., a Nebraska corporation (“Haas Holding”), T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation (“Haas Tire”), TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation (“Texas Holdings”), TEXAS MARKET TIRE, INC., a Texas corporation d/b/a BIG STATE TIRE SUPPLY (“Big State”), TARGET TIRE, INC., a North Carolina corporation (“Target”), WHOLESALE TIRE DISTRIBUTORS, INC., a Utah corporation (“WTD Utah”), WHOLESALE TIRE DISTRIBUTORS OF WYOMING, INC., a Wyoming corporation (“WTD Wyoming”), WHOLESALE TIRE DISTRIBUTORS OF IDAHO, INC., an Idaho corporation (“WTD Idaho”) and FARM TIRE & SUPPLY CO., INC., a Utah corporat
FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2007 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of May 9, 2007, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American Tire”), THE SPEED MERCHANT, INC., a California corporation (“Speed Merchant”), and T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation (“Haas Tire”; American Tire, Speed Merchant, and Haas Tire are collectively referred to herein as “Borrowers” and each individually as a “Borrower”); the Lenders party to this Amendment (the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, in their capacities as Co-Syndication Agents (collectively the “Co-Syndication Agents”); THE CIT GROUP/BUSINESS CREDIT, INC., in its capacity as Documentation Agent (the “Documentation Agent”); and BANK OF AMERICA, N.A., in its capacity as administrative and collateral agent for the Lenders (the “Administrative Agent”).
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of November 30, 2012 from AMERICAN TIRE DISTRIBUTORS, INC., AM-PAC TIRE DIST. INC., AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., TIRE WHOLESALERS, INC., FIRESTONE OF DENHAM SPRINGS,...Pledge and Security Agreement • March 11th, 2013 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of November 30, 2012, by and among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”) and successor by merger to ATD Acquisition Co. III, a Delaware corporation, and successor by merger to The Bowlus Service Company; the Subsidiary Parties from time to time party hereto; and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the lenders party to the Credit Agreement referred to below and in its capacity as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”).
INCREMENTAL AMENDMENT NO. 1American Tire Distributors Holdings, Inc. • June 16th, 2014 • Wholesale-motor vehicle supplies & new parts • New York
INCREMENTAL AMENDMENT NO. 1, dated as of June 16, 2014 (this “Incremental Amendment”), among American Tire Distributors, Inc., a Delaware corporation (the “Borrower”), American Tire Distributors Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party hereto, the New 2014 Term Lenders (as hereinafter defined) and Bank of America, N.A., as Administrative Agent.
SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2014, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American Tire”); AM-PAC TIRE DIST. INC., a California corporation (“Am-Pac”; together with American Tire, collectively, “U.S. Borrowers” and each individually, a “U.S. Borrower”); TRICAN TIRE DISTRIBUTORS INC. / DISTRIBUTEURS DE PNEUS TRICAN INC., a corporation organized under the laws of Canada (and the entity resulting from the amalgamations of ATD Acquisition Co. V Inc., Triwest Trading (Canada) Ltd. and Trican Tire Distributors Inc., and of Trican Tire Distributors Inc. and Wholesale Tire Distributors Inc.), in its capacity as a Canadian Borrower (“Trican”; together with U.S. Borrowers, collectively, “Borrowers” and each individually, a “Borrower”); AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); TIRE WHOLESALERS, INC., a Washington corporation
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2006 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of October 3, 2005, by and between AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation and successor by merger to ATD MERGERSUB, Inc. (“American Tire”), THE SPEED MERCHANT, INC., a California corporation (“Speed Merchant”), T.O. HAAS HOLDING CO., INC., a Nebraska corporation (“Haas Holding”), T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation (“Haas Tire”), TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation (“Texas Holdings”), TEXAS MARKET TIRE, INC., a Texas corporation d/b/a BIG STATE TIRE SUPPLY (“Big State”), TARGET TIRE, INC., a North Carolina corporation (“Target”; American Tire, Speed Merchant, Haas Holding, Haas Tire, Texas Holdings, Big State and Target are collectively referred to herein as “Borrowers” and each individually as a “Borrower”); the Lenders party to this Amendment (the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION and GENERA
