CREDIT AGREEMENT Dated as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS, INC., as Borrower, AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., as Holdings, each GUARANTOR from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, and...Credit Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 28, 2014 among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”; as hereinafter further defined), AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Borrower”), the GUARANTORS from time to time party hereto, BANK OF AMERICA, N.A, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
STOCK PURCHASE AGREEMENT BETWEEN AMERICAN TIRE DISTRIBUTORS, INC. AND TTT HOLDINGS, INC. February 17, 2014Stock Purchase Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of February 17, 2014 (the “Effective Date”) between American Tire Distributors, Inc., a Delaware corporation (“Buyer”) and TTT Holdings, Inc., a Delaware corporation (“Seller”).
AGREEMENT AND PLAN OF MERGER AMONG ATD MERGER SUB II LLC, HERCULES TIRE HOLDINGS LLC, THE EQUITYHOLDERS THAT ARE PARTIES HERETO, AND, SOLELY FOR THE PURPOSES OF ARTICLE V AND SECTION 11.18, AMERICAN TIRE DISTRIBUTORS, INC. January 24, 2014Merger Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into as of January 24, 2014, among ATD Merger Sub II LLC, a Delaware limited liability company (“Buyer”), Hercules Tire Holdings LLC, a Delaware limited liability company (the “Target”), the Equityholders that are listed on the signature pages hereto or that execute a Letter of Transmittal agreeing to be bound by the terms of this Agreement (each a “Seller” and, collectively, the “Sellers”), the Sellers’ Representative, and solely for the purposes of Article V and Section 11.18, American Tire Distributors, Inc., a Delaware corporation (“Parent”).
SIXTH SUPPLEMENTAL INDENTURESixth Supplemental Indenture • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
Sixth Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of January 31, 2014 among American Tire Distributors, Inc., a Delaware corporation (the “Issuer”), American Tire Distributors Holdings, Inc., a Delaware corporation, as a Guarantor, Am-Pac Tire Dist. Inc., a California corporation, as a Subsidiary Guarantor, Tire Wholesalers, Inc., a Washington corporation, as a Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2014, 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, “U.S. Borrowers” and each individually, a “U.S. Borrower”); TRICAN TIRE DISTRIBUTORS INC. / DISTRIBUTEURS DE PNEUS TRICAN INC., a corporation organized under the laws of Canada (and the entity resulting from the amalgamations of ATD Acquisition Co. V Inc., Triwest Trading (Canada) Ltd. and Trican Tire Distributors Inc., and of Trican Tire Distributors Inc. and Wholesale Tire Distributors Inc.), in its capacity as a Canadian Borrower (“Trican”; together with U.S. Borrowers, collectively, “Borrowers” and each individually, a “Borrower”); AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”); TIRE WHOLESALERS, INC., a Washington corporation
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • May 16th, 2014 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • New York
Seventh Supplemental Indenture (this “Seventh Supplemental Indenture”), dated as of January 31, 2014 among American Tire Distributors, Inc., a Delaware corporation (the “Issuer”), American Tire Distributors Holdings, Inc., a Delaware corporation, as a Guarantor, Am-Pac Tire Dist. Inc., a California corporation, as a Subsidiary Guarantor, Tire Wholesalers, Inc., a Washington corporation, as a Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
