EXHIBIT 2.15
February 1, 1999
Auto Parts Express, LLC
c/o 00000 Xxxx X. Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000-0000
and
A.P.S., Inc.
00000 Xxxx X. Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000-0000
Gentlemen:
This letter agreement (this "AGREEMENT") sets forth our
understanding with respect to the details of the agreement of Auto Parts
Express, LLC ("Auto Parts") to purchase merchandise from A.P.S., Inc. ("APS").
1. Subsequent to and subject to the closing under that certain Asset
Purchase Agreement (the "ASSET PURCHASE AGREEMENT"), dated as of January 11,
1999 by and among APS Holding Corporation, certain of its subsidiaries, and Auto
Parts, Auto Parts agrees to purchase from APS, and APS agrees to sell to the
Auto Parts, Auto Parts' requirements for merchandise (the "MERCHANDISE") that
APS has on hand, subject to, with respect to any Merchandise order from Auto
Parts: (i) APS' ability to ship the Merchandise within the standard APS internal
replenishment cycle of ten (10) days (the "APS REPLENISHMENT CYCLE"); and (ii)
the inventory mix being acceptable to both parties . The Company will continue
to purchase its requirements of Merchandise from APS for as long as APS has
Merchandise on hand that it can ship within the APS Replenishment Cycle. Auto
Parts hereby acknowledges and agrees that APS shall have no liability if it is
unable to fulfill any of Auto Parts's requirements hereunder.
2. Auto Parts shall pay to APS eighty percent (80%) of the PIMS
Inventory Value (the "PURCHASE PRICE") for each item of Merchandise purchased by
the Company pursuant to this Agreement. APS shall xxxx Auto Parts for the
Merchandise in accordance with APS' normal billing cycle on APS' normal terms of
2% ten days, net thirty, and Auto Parts shall pay by wire transfer for the
Merchandise in accordance with such terms. Auto Parts shall pay all amounts owed
to APS hereunder without offset or counterclaim for any amounts which Auto Parts
may claim is owed to it under the Asset Purchase Agreement or any of the
Ancillary Agreements. Auto Part's failure to pay for any Merchandise within the
terms set forth herein shall be deemed to
be a material breach and trigger APS' termination rights under the applicable
Ancillary Documents.
3. All Merchandise purchased by Auto Parts pursuant to this
Agreement shall be shipped freight prepaid by APS.
4. Both parties to this Agreement understand that, based upon the
inventory mix in the APS inventory system as of the date of this Agreement and
Auto Parts' forecasted purchase requirements, and pursuant to the terms of this
Agreement, Auto Parts would purchase approximately $4,000,000 of Merchandise at
PIMS Inventory Value. Notwithstanding the foregoing, both parties to this
Agreement further understand that this estimate of the amount of Merchandise
that will be purchased by Auto Parts represents merely a good faith estimate.
5. Capitalized terms used herein and not otherwise defined have the
respective meanings assigned to them in the Asset Purchase Agreement.
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If this correctly reflects your understanding of this Agreement, please so
indicate by signing below.
Very truly yours,
A.P.S., INC.
By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
ACCEPTED AND AGREED:
AUTO PARTS EXPRESS, LLC
By: /s/ E. XXXXXX XXXXXX
Name: E. Xxxxxx Xxxxxx
Title: Executive Vice President
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