STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Thomas L. Dawson (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and between American Tire Distributors Holdings, Inc. and Banc of America Securities LLC Credit Suisse First Boston LLC Wachovia Capital Markets, LLC Dated as of March 31, 2005Registration Rights Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 23, 2005, by and among the Company and the Initial Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(j) of the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • North Carolina
This Employment Agreement (“this Agreement”) is made and entered into effective as of March 31, 2005 (the “Effective Date”), by and between American Tire Distributors, Inc., a Delaware corporation (the “Company”), and William E. Berry (“Executive”).
ROLLOVER STOCK OPTION AGREEMENTRollover Stock Option Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS ROLLOVER STOCK OPTION AGREEMENT (this “Agreement”) is made as of March 31, 2005 (the “Effective Date”), between American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”), and William E. Berry (the “Optionee”).
REGISTRATION RIGHTS AGREEMENT by and among American Tire Distributors, Inc., and the Guarantors party hereto and Banc of America Securities LLC Credit Suisse First Boston LLC Wachovia Capital Markets, LLC Dated as of March 31, 2005Registration Rights Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 23, 2005 (together with the Assumption Agreement dated March 31, 2005 executed by the Company and the Guarantors, the “Purchase Agreement”), by and among ATD MergerSub, Inc., American Tire Distributors Holdings, Inc. and the Initial Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(k) of the Purchase Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 30, 2005 between the parties listed on Schedule A hereto (the “Purchasers”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).
American Tire Distributors Holdings, Inc. $51,480,000 principal amount at maturityPurchase Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and Wachovia Bank, National Association, as trustee (the “Trustee”). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to the DTC Blanket Letter of Representations, to be dated as of the Closing Date (the “DTC Letter”), from the Company to the Depositary.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of the Company’s outstanding 13% Senior Discount Notes due 2013 (the “Outstanding Notes”) for its registered 13% Senior Discount Notes due 2013 (the “New Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated May 12, 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Outstanding Notes. Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or the accompanying Letter of Transmittal (as defined below).
American Tire Distributors, Inc. Senior Floating Rate Notes due 2012Purchase Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
Each series of Notes will be issued pursuant to separate indentures, to be dated as of the Closing Date (as defined below) (the “Indentures”), among the Company, the Guarantors (as defined below) and Wachovia Bank, National Association, as trustee (the “Trustee”). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to the DTC Blanket Letter of Representations, to be dated as of the Closing Date (the “DTC Letter”), from the Company to the Depositary.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • North Carolina
This Employment Agreement (“this Agreement”) is made and entered into effective as of March 31, 2005 (the “Effective Date”), by and between American Tire Distributors, Inc., a Delaware corporation (the “Company”), and Phillip E. Marrett (“Executive”).
TERMINATION AGREEMENTTermination Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
TERMINATION AGREEMENT, dated as of March 31, 2005, by and among The 1818 Mezzanine Fund, L.P., a Delaware limited partnership (the “Fund”), Charlesbank Equity Fund IV, Limited Partnership, a Massachusetts limited partnership (“Charlesbank”), and American Tire Distributors, Inc., a Delaware corporation (the “Company”).
AMERICAN TIRE DISTRIBUTORS, INC. AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. 12200 Herbert Wayne Court, Suite 150 Huntersville, North CarolinaMerger Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts
SUPPLEMENTAL INDENTURE dated as of March 31, 2005 among AMERICAN TIRE DISTRIBUTORS, INC., The Guarantor(s) Party Hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of March 31, 2005, among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), THE SPEED MERCHANT, INC., a California corporation, T.O. HAAS HOLDING CO., INC., a Nebraska corporation, T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation, TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation, TEXAS MARKET TIRE, INC., a Texas corporation, and TARGET TIRE, INC., a North Carolina corporation (each an “Undersigned”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., ATD MERGERSUB, INC., CHARLESBANK EQUITY FUND IV, LIMITED PARTNERSHIP, CHARLESBANK CAPITAL PARTNERS, LLC, AS STOCKHOLDERS’ REPRESENTATIVE AND AMERICAN TIRE...Merger Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 4, 2005, by and among American Tire Distributors Holdings, Inc., a Delaware corporation (“Buyer”), ATD MergerSub, Inc., a Delaware corporation (“Merger Sub”), Charlesbank Equity Fund IV, Limited Partnership, a Massachusetts limited partnership (“Charlesbank”), Charlesbank Capital Partners, LLC, a Massachusetts limited liability company, solely in its capacity as representative of the holders of the Company’s capital stock (“Stockholders’ Representative”), and American Tire Distributors, Inc., a Delaware corporation (the “Company”).
STOCKHOLDERS AGREEMENT dated as of March 31, 2005 by and among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., and EACH PERSON LISTED ON THE SIGNATURE PAGES HERETOStockholders Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This STOCKHOLDERS AGREEMENT (this “Agreement”) is dated as of March 31, 2005 by and among American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”) and each Person listed on the signature pages hereto as a Stockholder (collectively, the “Stockholders”).
SUPPLEMENTAL INDENTURE dated as of March 31, 2005 among AMERICAN TIRE DISTRIBUTORS, INC., The Guarantor(s) Party Hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of March 31, 2005, among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), THE SPEED MERCHANT, INC., a California corporation, T.O. HAAS HOLDING CO., INC., a Nebraska corporation, T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation, TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation, TEXAS MARKET TIRE, INC., a Texas corporation, and TARGET TIRE, INC., a North Carolina corporation (each an “Undersigned”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of March 31, 2005Loan and Security Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of March 31, 2005 (this “Agreement”) is entered into by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“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”), and ATD MERGERSUB, INC., a Delaware corporation (“MergerCo”); American Tire, Speed Merchant, Haas Holding, Haas Tire, Texas Holdings, Big State, Target and MergerCo are collectively referred to herein as “Borrowers” and individually as a “Borrower”); the several lenders from time to time parties hereto (the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., ATD MERGERSUB, INC., CHARLESBANK EQUITY FUND IV, LIMITED PARTNERSHIP, CHARLESBANK CAPITAL PARTNERS, LLC, AS STOCKHOLDERS’ REPRESENTATIVE AND...Agreement and Plan of Merger • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March , 2005, by and among American Tire Distributors Holdings, Inc., a Delaware corporation (“Buyer”), ATD MergerSub, Inc., a Delaware corporation (“Merger Sub”), Charlesbank Equity Fund IV, Limited Partnership, a Massachusetts limited partnership (“Charlesbank”), Charlesbank Capital Partners, LLC, a Massachusetts limited liability company, solely in its capacity as representative of the holders of the Company’s capital stock (“Stockholders’ Representative”), and American Tire Distributors, Inc., a Delaware corporation (the “Company”).
WARRANT AGREEMENT Dated as of March 31, 2005 By and Between AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. And THE PURCHASER NAMED HEREINWarrant Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
WARRANT AGREEMENT, dated as of March 31, 2005, by and between American Tire Distributors Holdings, Inc., a Delaware corporation (“Holdings”), and The 1818 Mezzanine Fund II, L.P., a Delaware limited partnership (the “Purchaser”).
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. $20,000,000 of 8% Cumulative Redeemable Preferred Stock and Warrants to Purchase 21,895 Shares of Series A Common Stock PURCHASE AGREEMENTPurchase Agreement • May 13th, 2005 • Texas Market Tire, Inc. • Wholesale-motor vehicle supplies & new parts • New York
