EXHIBIT 10.48
REAFFIRMATION AGREEMENT, dated as of July 1, 2002,
among ADVANCE STORES COMPANY, INCORPORATED, a Virginia
corporation (the "Borrower"), ADVANCE AUTO PARTS, INC., a
Delaware corporation ("Holdings"), each subsidiary of
Holdings listed on the signature pages hereof (collectively,
the "Subsidiary Loan Parties" and, together with the
Borrower and Holdings, the "Reaffirming Parties") and
JPMORGAN CHASE BANK ("JPMCB"), as Administrative Agent under
the Restated Credit Agreement referred to below.
WHEREAS Holdings, the Borrower, the Lenders party thereto, and
JPMCB have entered into an Amendment and Restatement Agreement (the "Amendment
and Restatement Agreement"), dated as of June 28, 2002, which amends and
restates the Credit Agreement dated as of November 28, 2001 (as amended and
restated after giving effect to the Amendment and Restatement Agreement, the
"Restated Credit Agreement"), among Holdings, the Borrower, the Lenders from
time to time party thereto and JPMCB;
WHEREAS each of the Reaffirming Parties is party to one or more
of the Security Documents (such term and each other capitalized term used but
not defined herein having the meaning assigned such terms in the Restated Credit
Agreement), the Guarantee Agreement, and the Indemnity, Subrogation and
Contribution Agreement (the Security Documents, the Guarantee Agreement and the
Indemnity, Subrogation and Contribution Agreement are collectively referred to
herein as the "Loan Documents");
WHEREAS each Reaffirming Party expects to realize, or has
realized, substantial direct and indirect benefits as a result of the Amendment
and Restatement Agreement becoming effective and the consummation of the
transactions contemplated thereby; and
WHEREAS the execution and delivery of this Agreement is a
condition precedent to the consummation of the transactions contemplated by the
Amendment and Restatement Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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ARTICLE I
Reaffirmation/Amendment and Restatement
SECTION 1.01. Reaffirmation. (a) Each of the Reaffirming
Parties hereby consents to the Amendment and Restatement Agreement and the
transactions contemplated thereby and hereby confirms its respective guarantees,
pledges, grants of security interests and other agreements, as applicable, under
each of the Loan Documents to which it is party, and agrees that notwithstanding
the effectiveness of the Amendment and Restatement Agreement and the
consummation of the transactions contemplated thereby, such guarantees, pledges,
grants of security interests and other agreements shall continue to be in full
force and effect and shall accrue to the benefit of the Lenders under the
Restated Credit Agreement. Each of the Reaffirming Parties further agrees to
take any action that may be required or that is reasonably requested by the
Administrative Agent to ensure compliance by Holdings and the Borrower with
Sections 5.12 and 5.13 of the Restated Credit Agreement and hereby reaffirms its
obligations under each similar provision of each Loan Document to which it is
party.
(b) Each of the Reaffirming Parties hereby confirms and agrees
that the Tranche C Term Loans constitute Obligations under each of the Loan
Documents.
SECTION 1.02. Amendment and Restatement. On and after the
effectiveness of the Amendment and Restatement Agreement, (i) each reference in
each Loan Document to the "Credit Agreement", "thereunder", "thereof" or words
of like import shall mean and be a reference to the Restated Credit Agreement as
such agreement may be amended, modified or supplemented and in effect from time
to time and (ii) the definition of any term defined in any Loan Document by
reference to the terms defined in the "Credit Agreement" shall be amended to be
defined by reference to the defined term in the Restated Credit Agreement, as
the same may be amended, modified or supplemented and in effect from time to
time.
ARTICLE II
Representations and Warranties
Each Reaffirming Party hereby represents and warrants, which
representations and warranties shall survive execution and delivery of this
Agreement, as follows:
SECTION 2.01. Organization. Such Reaffirming Party is duly
organized and validly existing in good standing under the laws of the
jurisdiction of its formation.
SECTION 2.02. Authority; Enforceability. Such Reaffirming
Party has the power and authority to execute, deliver and carry out the terms
and provisions of this
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Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement. Such Reaffirming Party has
duly executed and delivered this Agreement, and this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms.
SECTION 2.03. Loan Documents. The representations and
warranties of such Reaffirming Party contained in each Loan Document are true
and correct on and as of the date hereof with the same effect as though made on
and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall have been true and correct as of such earlier date).
ARTICLE III
Miscellaneous
SECTION 3.01. Notices. All notices and other
communications hereunder shall be made at the addresses, in the manner and with
the effect provided in Article IX of the Restated Credit Agreement; provided
that, for this purpose, the address of each Reaffirming Party shall be the one
specified for the Borrower under the Restated Credit Agreement.
SECTION 3.02. Expenses. Each Reaffirming Party agrees to
pay all reasonable costs, fees and expenses (including reasonable attorneys'
fees and time charges of attorneys for JPMCB or any Lender, which attorneys may
be employees of JPMCB or any Lender) incurred by JPMCB or any Lender in
collecting or enforcing any Reaffirming Party's obligations under this
Agreement.
SECTION 3.03. Loan Document. This Agreement is a Loan
Document executed pursuant to the Restated Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof.
SECTION 3.04. Section Captions. Section captions used in
this Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.
SECTION 3.05. Severability. Wherever possible each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
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SECTION 3.06. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.
SECTION 3.07. Amendment. This Agreement may be waived,
modified or amended only by a written agreement executed by each of the parties
hereto.
SECTION 3.08. Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original
but all of which shall together constitute one and the same agreement. Delivery
of an executed counterpart of a signature page of this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.
SECTION 3.09. No Novation. Neither this Agreement nor the
execution, delivery or effectiveness of the Amendment and Restatement Agreement
shall extinguish the obligations for the payment of money outstanding under the
Amendment and Restatement Agreement or the Restated Credit Agreement or
discharge or release the Lien or priority of any Security Document or any other
security therefor. Nothing herein contained shall be construed as a substitution
or novation of the obligations outstanding under the Restated Credit Agreement
or instruments securing the same, which shall remain in full force and effect,
except to any extent modified hereby or by instruments executed concurrently
herewith. Nothing implied in this Agreement, the Amendment and Restatement
Agreement or in any other document contemplated hereby or thereby shall be
construed as a release or other discharge of Holdings, the Borrower or any
Subsidiary Loan Party under any Loan Document from any of its obligations and
liabilities as "Holdings", the "Borrower", a "Subsidiary Loan Party", a
"Pledgor" or a "Grantor" under the Restated Credit Agreement or the Loan
Documents. Each of the Restated Credit Agreement and the Loan Documents shall
remain in full force and effect, until (as applicable) and except to any extent
modified hereby or by the Amendment and Restatement Agreement or in connection
herewith and therewith.
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IN WITNESS WHEREOF, each Reaffirming Party and JPMCB, as
Administrative Agent for the benefit of the Lenders, have caused this Agreement
to be duly executed and delivered as of the date first above written.
ADVANCE AUTO PARTS, INC.,
By: ----------------------------------_
Name:
Title:
ADVANCE STORES COMPANY,
INCORPORATED,
By: -----------------------------------
Name:
Title:
ADVANCE TRUCKING CORPORATION,
By: -----------------------------------
Name:
Title:
WESTERN AUTO SUPPLY COMPANY,
By: -----------------------------------
Name:
Title:
WESTERN AUTO OF PUERTO RICO, INC.,
By: -----------------------------------
Name:
Title:
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WESTERN AUTO OF ST. XXXXXX, INC.,
By: -----------------------------------
Name:
Title:
WASCO INSURANCE AGENCY, INC.,
By: -----------------------------------
Name:
Title:
ADVANCE MERCHANDISING COMPANY, INC.,
By: -----------------------------------
Name:
Title:
ADVANCE AIRCRAFT COMPANY, INC.,
By: -----------------------------------
Name:
Title:
DISCOUNT AUTO PARTS, INC.,
By: -----------------------------------
Name:
Title:
DAP ACCEPTANCE CORPORATION,
By: -----------------------------------
Name:
Title:
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JPMORGAN CHASE BANK, as
Administrative Agent,
By: -----------------------------------
Name:
Title:
