10-Q Exhibit 10.3
SUPPLEMENT NO. 1 dated as of June 30, 1999, to the PLEDGE
AGREEMENT dated as of April 15, 1998 as amended and restated as
of November 2, 1998, among ADVANCE STORES COMPANY, INCORPORATED,
a Virginia corporation (the "Borrower"), ADVANCE HOLDING
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CORPORATION, a Virginia corporation ("Holdings"), and each
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subsidiary of the Borrower listed on Schedule I thereto (each
such subsidiary individually a "Subsidiary Pledgor" and,
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collectively, the "Subsidiary Pledgors"; the Borrower, Holdings
and Subsidiary Pledgors are referred to collectively herein as
the "Pledgors") and THE CHASE MANHATTAN BANK, a New York banking
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corporation ("Chase"), as collateral agent, (in such capacity,
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the "Collateral Agent"), for the Secured Parties (as defined in
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the Credit Agreement referred to below)
A. Reference is made to (a) the Credit Agreement dated as of April 15,
1998 as amended and restated as of October 19, 1998 (as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
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among the Borrower, Holdings, the lenders from time to time party thereto (the
"Lenders"), Chase, as administrative agent (in such capacity, the
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"Administrative Agent") for the Lenders, Collateral Agent and as issuing bank
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(in such capacity, the "Issuing Bank"), DLJ Capital Fundings, Inc., as
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syndication agent, and First Union National Bank, as documentation agent, and
(b) the Guarantee Agreement dated as of April 15, 1998 as amended and restated
as of November 2, 1998 (as further amended, supplemented or otherwise modified
from time to time, the "Guarantee Agreement"), among the Subsidiary Pledgors,
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Holdings and the Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
C. The Pledgors have entered into the Pledge Agreement in order to induce
the Lenders to make Loans and the Issuing Bank to issue Letters of Credit.
Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary of Holdings
that was not in existence or not a Subsidiary on the date of the Credit
Agreement is required to enter into the Pledge Agreement as a Subsidiary Pledgor
upon becoming a Subsidiary if such Subsidiary owns or possesses property of a
type that would be considered Collateral under the Pledge Agreement. Section 24
of the Pledge Agreement provides that such Subsidiaries may become Subsidiary
Pledgors under the Pledge Agreement by execution and delivery of an instrument
in the form of this Supplement. The undersigned Subsidiary (the "New Pledgor")
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is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to
induce the Lenders to make additional Loans and the Issuing Bank to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.
Accordingly, the Collateral Agent and the New Pledgor agree as follows:
SECTION 1. In accordance with Section 24 of the Pledge Agreement, the New
Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with
the same force and effect as if originally named therein as a Pledgor and the
New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Pledgor, as security for the payment and performance in
full of the Obligations (as defined in the Pledge Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties, their successors and assigns, a security interest in and
lien on all of the New Pledgor's right, title and interest in and to the
Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each
reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall
be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference.
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SECTION 2. The New Pledgor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
SECTION 4. The New Pledgor hereby represents and warrants that set forth
on Schedule I attached hereto is a true and correct schedule of all its Pledged
Securities.
SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement
shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature hereto.
SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
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IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.
ADVANCE TRUCKING CORPORATION, a Virginia
corporation,
by
/s/ J. O'Xxxx Xxxxxxxx
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Name: J. O'Xxxx Xxxxxxxx
Title: Secretary
Address: 0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
THE CHASE MANHATTAN BANK, as Collateral
Agent,
by
/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Managing Director
Schedule I to
Supplement No. 1
to the Pledge Agreement
Pledged Securities of the New Pledgor
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CAPITAL STOCK
Number of Registered Number and Percentage of
Issuer Certificate Owner Class of Shares Shares
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None
DEBT SECURITIES
Issuer Principal Amount Date of Note Maturity Date
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None
