PLEDGE AGREEMENT dated as of April 15, 1998, among ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower"), ADVANCE HOLDING CORPORATION, a Virginia corporation -------- ("Holdings"), each subsidiary of the Borrower listed on...Pledge Agreement • June 4th, 1998 • Laralev Inc • New York
EXHIBIT 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 4th, 1998 • Laralev Inc • Virginia
ANDStockholders Agreement • June 4th, 1998 • Laralev Inc • Virginia
Paragraph Title or Subject Page No. Parties 1 Leased Premises 1 1 Term 1 2 Rent 1 3 Taxes 2 4 Insurance 3 5 Tenant's Furnishings, Fixtures & Equipment 7 6 Alterations and Additions 7 7 Maintenance and Repairs 8 8 Utilities 9 9 Use 9 10 Signs 10 11...Lease Agreement • June 4th, 1998 • Laralev Inc • Virginia
GUARANTEE AGREEMENT dated as of April 15, 1998, among ADVANCE HOLDING CORPORATION, a Virginia corporation ("Holdings"), -------- each of the subsidiaries of Holdings listed on Schedule I hereto (each such subsidiary individually, a "Subsidiary...Guarantee Agreement • June 4th, 1998 • Laralev Inc • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT ---------------------------------------------------Agreement and Plan of Merger • October 6th, 1998 • Laralev Inc • Retail-auto & home supply stores • Delaware
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions........................................... 1 Section 1.02. Other Definitions..................................... 16 Section 1.03. Incorporation by Reference of Trust...Laralev Inc • June 4th, 1998 • New York
CREDIT AGREEMENT dated as of April 15, 1998 among ADVANCE HOLDING CORPORATION, ADVANCE STORES COMPANY, INCORPORATED, as Borrower, The Lenders Party Hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent ___________________________ CHASE...Laralev Inc • June 4th, 1998 • New York
EXHIBIT 10.21 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement") is made as of ________, 1998, between __________________ as pledgor ("Pledgor"), and Advance Holding Corporation, a Virginia corporation, as pledgee...Stock Pledge Agreement • June 4th, 1998 • Laralev Inc • Virginia
R E C I T A L S: - - - - - - - -Indemnity Agreement • June 4th, 1998 • Laralev Inc • Virginia
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 15, 1998 BY AND AMONG ADVANCE STORES COMPANY, INCORPORATED LARALEV, INC.Registration Rights Agreement • June 4th, 1998 • Laralev Inc • New York
ARTICLE 1Laralev Inc • June 4th, 1998 • Virginia
EXHIBIT 10.19 ADVANCE HOLDING CORPORATION STOCK SUBSCRIPTION AGREEMENT THIS STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of ________, 1998, by and between Advance Holding Corporation, a Virginia corporation (the...Stock Subscription Agreement • June 4th, 1998 • Laralev Inc • Virginia
EXHIBIT 10.6 EXECUTED COPY SECURITY AGREEMENT dated as of April 15, 1998, among ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower"), ADVANCE HOLDING CORPORATION, a Virginia corporation ("Holdings"), each subsidiary of the...Security Agreement • June 4th, 1998 • Laralev Inc • New York
EXHIBIT 10.23 EMPLOYMENT AND NONCOMPETITION AGREEMENT --------------------------------------- THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of the ________________, 1998 by and between Advance Stores...Employment and Noncompetition Agreement • June 4th, 1998 • Laralev Inc
Page ---- ARTICLE I DEFINITIONS.................................................... 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE BORROWERS ............... 13 Section 2.1 Organization and Good Standing ................ 13 Section 2.2. Corporate...Credit and Reimbursement Agreement • June 4th, 1998 • Laralev Inc • Virginia
EXHIBIT 10.25 CONSULTING AND NON-COMPETITION AGREEMENT ---------------------------------------- THIS CONSULTING AND NON-COMPETITION AGREEMENT (the "Agreement") is made and entered into as of the 15th day of April, 1998 by and among Advance Holding...Consulting and Non-Competition Agreement • June 4th, 1998 • Laralev Inc
EXHIBIT 10.9 TRUST INDENTURE MCDUFFIE COUNTY DEVELOPMENT AUTHORITYTrust Indenture • June 4th, 1998 • Laralev Inc
EXHIBIT 10.10 LEASE AGREEMENTLease Agreement • June 4th, 1998 • Laralev Inc
EXHIBIT 99.1 LETTER OF TRANSMITTAL _______________________________________________________________________________ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE")....Laralev Inc • June 4th, 1998
EXECUTED COPY INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of April 15, 1998, among ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower") and a wholly-owned subsidiary of ADVANCE HOLDING CORPORATION, a Virginia...Subrogation and Contribution Agreement • June 4th, 1998 • Laralev Inc • New York
EXHIBIT 10.15 ADVANCE HOLDING CORPORATION 1998 STOCK OPTION AGREEMENT THIS 1998 STOCK OPTION AGREEMENT (this "Agreement") is entered into as of ________, 1998 by and between Advance Holding Corporation, a Virginia corporation (the "Company"), and...1998 Stock Option Agreement • June 4th, 1998 • Laralev Inc • Virginia
R E C I T A L S: - - - - - - - -Senior Executive Stock Option Agreement • June 4th, 1998 • Laralev Inc • Virginia
EXHIBIT 10.17 ADVANCE HOLDING CORPORATION SENIOR EXECUTIVE STOCK SUBSCRIPTION AGREEMENT THIS SENIOR EXECUTIVE STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of ________, 1998, by and between Advance Holding Corporation, a...Senior Executive Stock Subscription Agreement • June 4th, 1998 • Laralev Inc • Virginia
ARTICLE 1Laralev Inc • June 4th, 1998 • Virginia
EXHIBIT 99.1 LETTER OF TRANSMITTAL _______________________________________________________________________________ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE")....Laralev Inc • July 28th, 1998 • Retail-auto & home supply stores
EXHIBIT 10.20 SECURED PROMISSORY NOTELaralev Inc • June 4th, 1998
FOR VALUE RECEIVED, the undersigned __________________ ("Borrower") hereby promises to pay to the order of Advance Holding Corporation, a Virginia corporation ("Payee"), the principal sum of ___________________________ ($______) together with interest on the unpaid balance of such principal amount from the date hereof at the rate of interest equal to the rate of interest reported by The Wall Street Journal as the "prime rate," as it may change from time to time. Any change in the interest rate to be paid on this Promissory Note resulting from a change in the prime rate shall be effective as of the date of such change. Accrued interest to be paid on this Secured Promissory Note (this "Promissory Note") shall be payable in arrears commencing on March 1, 1999 (with respect to interest accrued through the preceding December 31) and continuing on each succeeding March 1 thereafter with respect to interest accrued during the previous year ending December 31 until this Note is paid in full. T
