REGISTRATION RIGHTS AGREEMENT by and among American Tire Distributors, Inc., American Tire Distributors Holdings, Inc., Am-Pac Tire Dist. Inc. and Banc of America Securities LLC Barclays Capital Inc. RBC Capital Markets Corporation UBS Securities LLC...Registration Rights Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2010, by and among American Tire Distributors, Inc., a Delaware corporation (the “Company”), American Tire Distributors Holdings, Inc. (“Holdings”) and Am-Pac Tire Dist. Inc. (the “Subsidiary Guarantor” and, together with Holdings, the “Guarantors”) and Banc of America Securities LLC, Barclays Capital Inc., RBC Capital Markets Corporation and UBS Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.750% Senior Secured Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2010 • Am-Pac Tire Dist. 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 Richard P. Johnson (“Executive”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of May 28, 2010 among AMERICAN TIRE DISTRIBUTORS, INC., AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent and TrusteeIntercreditor and Collateral Agency Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Intercreditor and Collateral Agency Agreement (this “Agreement”) is entered into as of May 28, 2010 among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent (“Bank of New York” and, together with its successor or successors in such capacity, the “Collateral Agent”), and as Trustee for the Noteholders under the Indenture (each as defined below) (together with its successor or successors in such capacity, the “Trustee”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 28, 2010, among BANK OF AMERICA, N.A., as ABL Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Noteholder Collateral Agent, AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. AMERICAN...Intercreditor Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of May 28, 2010 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among BANK OF AMERICA, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original ABL Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Noteholder Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Noteholder Collateral Agent), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., (“Holdings”), AMERICAN TIRE DISTRIBUTORS, INC. (“ATD”), AM-PAC TIRE DIST. INC. (“Am-Pac”), and Holdings, ATD and Am-Pac, the “Initial Grantors”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • North Carolina
This Separation Agreement and General Release of Claims (this “Agreement”), dated as of May 21, 2010, is entered into by and between Richard P. Johnson (“Executive”), and American Tire Distributors, Inc., a Delaware corporation (the “Company”, subject to Section 5(k)) (collectively, the “Parties”).
SECURITY AGREEMENT Dated as of May 28, 2010 from THE GRANTORS REFERRED TO HEREIN to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Notes Collateral AgentSecurity Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This SECURITY AGREEMENT (this “Security Agreement”) is entered into as of May 28, 2010, by and among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”); the Subsidiary Guarantors from time to time party hereto; and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Notes Collateral Agent”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS RESTRICTED STOCK GRANT AGREEMENT (“Agreement”), made as of the day of , 2010 between Accelerate Parent Corp. (the “Company”) and (the “Participant”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of May 28, 2010 from THE GRANTORS REFERRED TO HEREIN to BANK OF AMERICA, N.A., as Administrative Agent and Collateral AgentPledge and Security Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of May 28, 2010, by and among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”); the Subsidiary Parties from time to time party hereto; and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the lenders party to the Credit Agreement referred to below and in its capacity as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”).
ContractExecution Version • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This INDEMNIFICATION AGREEMENT, dated as of May 28, 2010 (the “Agreement”), is among American Tire Distributors Holdings, Inc., a Delaware corporation (“Parent”), American Tire Distributors, Inc., a Delaware corporation (the “Company”). Am-Pac Dist. Inc., a California corporation, Tire Pros Francorp, a California corporation, TPG Capital, L.P., a Delaware limited partnership (“TPG”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
OPTION GRANT AGREEMENTOption Grant Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
WHEREAS, the Company has adopted and maintains the Amended and Restated Accelerate Parent Corp. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company; and
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into June 22, 2010 and effective as of May 28, 2010, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American Tire”); AM-PAC TIRE DIST. INC., a California corporation (“Am-Pac”; together with American Tire, collectively, “Borrowers” and each individually, a “Borrower”); AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation, as guarantor (“Guarantor”; together with Borrowers, collectively, “Obligors” and each individually, an “Obligor”); the Required Lenders (as defined in the Credit Agreement, as hereafter defined) signatory hereto; BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacities, together with its successors in such capacities, “Agent”) for certain financial institutions (collectively, “Lenders”); and GENERAL ELECTRIC CAPITAL CORPORATION, as co-collateral agent (in such capacity, together with its successors in
ACCELERATE PARENT CORP. MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of June 15, 2010, between Accelerate Parent Corp. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Annex A attached hereto (the “Management Stockholder”).
FORM OF OPTION GRANT AGREEMENTForm of Option Grant Agreement • December 20th, 2010 • Am-Pac Tire Dist. Inc. • Wholesale-motor vehicle supplies & new parts • New York
WHEREAS, the Company has adopted and maintains the Accelerate Parent, Corp. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
