W I T N E S S E T H :Aps Holding Corporation • May 4th, 1998 • Wholesale-motor vehicle supplies & new parts • New York
EXECUTION VERSION PLEDGE AGREEMENT, dated as of December 8, 1997, made by AMERICAN PARTS SYSTEM, INC., a Delaware corporation (the "Pledgor"), in favor of THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), a New York banking corporation, as...Pledge Agreement • December 9th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
AMENDMENT TO ASSET PURCHASE AGREEMENT (General Parts, Inc.)Asset Purchase Agreement • October 30th, 1998 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts
THE PARTS SOURCE, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF _______________________, 1996 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 1996 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.1.34 THIRD AMENDMENT, CONSENT AND SECOND WAIVER, dated as of October 9, 1998 (this "AMENDMENT") to the Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 2, 1998 (as heretofore amended, supplemented or otherwise...Aps Holding Corporation • October 30th, 1998 • Wholesale-motor vehicle supplies & new parts • New York
3. Additional Limitation on Borrowings. (a) The Borrower hereby agrees that, notwithstanding anything to the contrary in the Credit Agreement, the Borrower shall not have the right to, and shall not, request a borrowing of Revolving Credit Loans or...Aps Holding Corporation • December 9th, 1997 • Wholesale-motor vehicle supplies & new parts • New York
1 EXHIBIT 10.5.38 SECOND AMENDMENT, dated as of August 28, 1996 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of January 25, 1996 (as amended pursuant to the First Amendment thereto, dated as of April 23, 1996, and this...Aps Holding Corporation • December 9th, 1996 • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 2.14 TRADEMARK ASSIGNMENT This Assignment is made on this 1st day of February, 1999 between APS Management Services, Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 15710 John F. Kennedy...Aps Holding Corporation • March 3rd, 1999 • Wholesale-motor vehicle supplies & new parts
EXHIBIT 10.1.30 REVOLVING CREDIT, TERM LOAN AND GUARANTEE AGREEMENTAps Holding Corporation • May 4th, 1998 • Wholesale-motor vehicle supplies & new parts • New York
AGREEMENT OF SALE BY AND BETWEEN RANKIN AUTOMOTIVE GROUP, INC. ("PURCHASER") AND PARTS, INC. ("SELLER") DATED: SEPTEMBER 12, 1996Aps Holding Corporation • December 9th, 1996 • Wholesale-motor vehicle supplies & new parts • Mississippi
RECITALSTrademark License Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
1 EXHIBIT 10.1.23 THIRD AMENDMENT, dated as of January 25, 1997 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of January 25, 1996 (as amended pursuant to the First Amendment thereto, dated as of April 23, 1996, the Second...Aps Holding Corporation • April 25th, 1997 • Wholesale-motor vehicle supplies & new parts • New York
1 EXHIBIT 10.1.7 TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT, dated as of May 15, 1996, made by A.P.S. MANAGEMENT SERVICES, INC., a Delaware corporation (the "Grantor"), in favor of CHEMICAL BANK, as agent (in such capacity, the "Agent")...Trademark Security Agreement • April 25th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
W I T N E S S E T H :Waiver • June 9th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.1 APS HOLDING CORPORATION - CREDIT AGREEMENT SECOND AMENDMENT AND FIRST WAIVER, dated as of July 31, 1998 (this "AMENDMENT") to the Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 2, 1998 (as heretofore amended,...Credit Agreement • September 10th, 1998 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
CONFORMED COPY SIXTH AMENDMENT, WAIVER AND AGREEMENT, dated as of December 8, 1997 (this "Waiver and Amendment") to the Amended and Restated Credit Agreement dated as of January 25, 1996 (as amended pursuant to the First Amendment, dated as of April...Waiver and Agreement • December 9th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
EXECUTION VERSION SECURITY AGREEMENT, dated as of December 8, 1997, made by APS HOLDING CORPORATION (the "Grantor"), in favor of THE CHASE MANHATTAN BANK, a New York banking corporation, as agent (in such capacity, the "Agent") for the several banks...Execution Version • December 9th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.1.35 CONSENT, dated as of January 26, 1999 (this "CONSENT"), under the Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 2, 1998 (as heretofore amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"),...Consent • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts
EXECUTION VERSION SUPPLEMENT, dated as of December 8, 1997 to the Trademark Security Agreement, dated as of May 15, 1996 (as amended, supplemented, waived or otherwise modified from time to time, the "Trademark Security Agreement"), made by A.P.S....Supplement • December 9th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
BETWEENAsset Purchase Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
February 1, 1999 Auto Parts Express, LLC c/o 15710 John F. Kennedy Blvd. Suite 700 Houston, TX 77032-2347 and A.P.S., Inc. 15710 John F. Kennedy Blvd. Suite 700 Houston, TX 77032-2347 Gentlemen: This letter agreement (this "AGREEMENT") sets forth our...Letter Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts
BETWEEN A.P.S., INC. AS SELLER ANDAsset Purchase Agreement • October 30th, 1998 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
BETWEEN A.P.S., INC. AS SELLER ANDAsset Purchase Agreement • October 30th, 1998 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
2 3 4. Independent Contractor Status.Loan Out Agreement • June 9th, 1997 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
PREAMBLE:Investment Agreement • November 5th, 1996 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Florida
RECITALSTechnology Transfer Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
SERVICES AGREEMENTServices Agreement • October 30th, 1998 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
RECITALSAccounting Services Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 10.1.36 FOURTH AMENDMENT, SIXTH WAIVER AND AGREEMENT, dated as of January 26, 1999 (this "AMENDMENT") to the Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 2, 1998 (as heretofore amended, supplemented or otherwise...Sixth Waiver and Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • New York
RECITALSServices Agreement • March 3rd, 1999 • Aps Holding Corporation • Wholesale-motor vehicle supplies & new parts • Delaware
