S-4

As filed with the Securities and Exchange Commission on May 13, 2005

File No. 333 -                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	5013	59-3796143
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification Number)

1220 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

(704) 992-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

J. Michael Gaither

Corporate Secretary

American Tire Distributors, Inc.

1220 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

(704) 632-7110

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

E. Michael Greaney, Esq.

Sean P. Griffiths, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

(212) 351-4000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Note (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
10 3/4% Senior Notes due 2013	$	150,000,000	100	%	$	150,000,000	$	17,655.00
Senior Floating Rate Notes due 2012	$	140,000,000	100	%	$	140,000,000	$	16,478.00
13% Senior Discount Notes due 2013	$	51,480,000	100	%	$	40,000,000	$	6,059.20
Guarantees of 10 3/4% Senior Notes due 2013 and Senior Floating Rate Notes due 2012	$	—	—	%	$	—	$	—	(2)

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

(2) Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Each of the following direct or indirect subsidiaries of American Tire Distributors Holdings, Inc., as a guarantor of or the issuer of Senior Floating Rate Notes due 2012 and 10 ³/4% Senior Notes due 2013, is hereby deemed to be a registrant.

NAME OF GUARANTOR	STATE OF INCORPORATION OR FORMATION	PRIMARY STANDARD INDUSTRIAL CLASSIFICATION NUMBER	I.R.S. EMPLOYER IDENTIFICATION NUMBER	CIK
American Tire Distributors, Inc.	Delaware	5013	56-0754594	0001068152
Target Tire, Inc.	North Carolina	5013	56-0949858	0001324217
Texas Market Holdings I, Inc.	Texas	5013	47-0653723	0001324214
Texas Market Tire, Inc.	Texas	5013	75-2259060	0001324219
The Speed Merchant, Inc.	California	5013	94-2414221	0000934022
T.O. Haas Holding Co., Inc.	Nebraska	5013	47-0653723	0001324213
T.O. Haas Tire Co., Inc.	Nebraska	5013	47-0424109	0001324218

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 13, 2005

PRELIMINARY PROSPECTUS

American Tire Distributors Holdings, Inc.

Exchange Offer for All Outstanding

13% Senior Discount Notes due 2013

(CUSIP Nos. 03021YAA2 and U03025AA8)

for new

13% Senior Discount Notes due 2013

American Tire Distributors, Inc.

Exchange Offer for All Outstanding

Senior Floating Rate Notes due 2012

(CUSIP Nos. 030210AA6 and U03046AA4)

for new

Senior Floating Rate Notes due 2012

and

10 ³/4% Senior Notes due 2013

(CUSIP Nos. 030210AC2 and U03046AB2)

for new

10 ³/4% Senior Notes due 2013

This Exchange Offer will expire at 5:00 p.m., New York City time,

on                     , 2005, unless extended.

Terms of the Exchange Offer:

• We will exchange all outstanding notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for a like principal amount and like denomination of new notes.

• You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.

• The exchange of outstanding notes will not be a taxable exchange for United States federal income tax purposes.

• The terms of the new notes to be issued are substantially identical to the terms of the outstanding notes, except that transfer restrictions and registration rights provisions relating to the outstanding notes do not apply.

• We will not receive any cash proceeds from the exchange offer.

• Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.

See the “ Description of the Notes” section beginning on page 93 for information about the new notes to be issued in this exchange offer.

See the section entitled “ Risk Factors” beginning on page 19 for a discussion of the risks associated with the new notes.

Neither the Securities and Exchange Commission nor any state securities and exchange commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated                     , 2005

TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY	1
RISK FACTORS	19
NOTICE TO INVESTORS	30
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	31
INDUSTRY AND MARKET DATA	32
THE EXCHANGE OFFER	33
USE OF PROCEEDS	42
THE ACQUISITION	44
CAPITALIZATION	45
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	46
SELECTED CONSOLIDATED FINANCIAL DATA	56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	58
BUSINESS	71
MANAGEMENT	80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	86
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	88
DESCRIPTION OF OTHER INDEBTEDNESS	91
DESCRIPTION OF THE NOTES	93
DESCRIPTION OF THE OPERATING COMPANY NOTES	93
DESCRIPTION OF THE HOLDINGS SENIOR DISCOUNT NOTES	141
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS	184
BENEFIT PLAN CONSIDERATIONS	189
PLAN OF DISTRIBUTION	191
LEGAL MATTERS	192
EXPERTS	192
WHERE YOU CAN FIND ADDITIONAL INFORMATION	193
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

You should rely only on the information contained herein or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these notes. The information in this document may only be accurate as of the date of this document.

This prospectus incorporates important business and financial information about us that is not included in or delivered with the document. This information is available to you free of charge upon written or oral request to 1220 Herbert Wayne Court, Suite 150, Huntersville, NC 28078. The telephone number is (704) 992-2000. To obtain timely delivery you must request this information no later than                     , 2005, which is five business days before the date you must make your investment decision.

Our fiscal year is based on either a 52 or 53 week period ending on the Saturday closest to each December 31. In this prospectus references to the 2004 fiscal year are to the 53 week period ended January 1, 2005, references to the 2003 fiscal year are to the 52 week period ended December 27, 2003 and references to the

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2002 fiscal year are to the 52 week period ended December 28, 2002. Columns in tables may not add due to rounding.

In this prospectus, “we,” “us” and “our” refer to American Tire Distributors Holdings, Inc., and its operational subsidiary, American Tire Distributors Inc. and its subsidiaries on a consolidated basis, except as otherwise indicated. All references to “American Tire,” “ATD,” the “Company,” and the “operating company” refer to American Tire Distributors, Inc. and its subsidiaries on a consolidated basis. References to “Holdings” refer solely to American Tire Distributors Holdings, Inc. and do not include American Tire or any of its subsidiaries. All references to the “new notes” refer to the senior floating rate notes due 2012, the senior fixed rate notes due 2013 and the Holdings senior discount notes due 2013, in each case offered hereby, except as otherwise indicated. All references to the “outstanding notes” refer to the senior floating rate notes due 2012, the senior fixed rate notes due 2013, and the Holdings senior discount notes due 2013, in each case outstanding on the date of this prospectus, except as otherwise indicated. Unless the context otherwise requires or otherwise indicated, all references to the “floating rate notes” are to the senior floating rate notes due 2012, references to the “fixed rate notes” are to the senior fixed rate notes due 2013 and references to the “Holdings senior discount notes” are to the Holdings senior discount notes due 2013, in each case including both those being offered hereby and those outstanding on the date of this prospectus and not exchanged in the exchange offer. All references to the “notes” include the new notes offered hereby and such outstanding notes, unless the context otherwise requires or otherwise indicated. References to a “series” of notes (e.g., the senior floating rate notes due 2012) include both the outstanding notes and the new notes of such series.

Investcorp S.A., or Investcorp, is a global investment group with offices in New York, London and Bahrain. When we use the term “Investcorp and its co-investors” (or comparable terminology) in this prospectus, we are referring to affiliates of Investcorp as well as international investors with whom Investcorp maintains an administrative relationship and who have obtained indirect equity interests in Holdings by investing in offshore entities organized by Investcorp for that purpose.

Trademark acknowledgements:

The following registered trademarks are used in this prospectus and are our property:

• AMERICAN TIRE DISTRIBUTORS^®;

• DYNATRAC^® tires;

• REGUL^® tires;

• WINSTON^® tires;

• WYNSTAR^® tires;

• CRUISER WIRE^® custom wheels;

• DRIFZ^® custom wheels;

• PACER^® custom wheels;

• ICW^® custom wheels;

• MAGNUM^® automotive lifts;

• HEAFNET^®; and

• WHEEL WIZARD^®.

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PROSPECTUS SUMMARY

This summary contains material information about us and this exchange offer but may not contain all of the information that is important to you. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus and the documents we refer you to. You should carefully consider the information set forth under “Risk Factors.” In addition, certain statements are forward-looking statements which involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements.”

The Exchange Offer

New notes offered $140,000,000 aggregate principal amount of new senior floating rate notes due 2012, or new floating rate notes, $150,000,000 aggregate principal amount of new senior fixed rate notes due 2013, or new fixed rate notes, and $51,480,000 aggregate principal amount at maturity of Holdings senior discount notes due 2013, or new Holdings senior discount notes, all of which will have been registered under the Securities Act. The terms of the new notes offered in the exchange offer are substantially identical to those of the respective outstanding notes, except that certain transfer restrictions and registration rights provisions relating to the outstanding notes do not apply to the registered new notes. See “Description of the Notes” for a full description of which restrictions, rights and interest provisions do not apply to the new notes.

Outstanding notes $140,000,000 aggregate principal amount of senior floating rate notes due 2012 issued on March 31, 2005, or outstanding floating rate notes, $150,000,000 aggregate principal amount of new senior fixed rate notes due 2013 issued on March 31, 2005, or outstanding fixed rate notes, and $51,480,000 aggregate principal amount at maturity of Holdings senior discount notes due 2013 issued on March 31, 2005, or outstanding Holdings senior discount notes.

The exchange offer We are offering to issue registered new floating rate notes, new fixed rate notes and new Holdings senior discount notes in exchange for a like principal amount and like denomination of our outstanding floating rate notes, outstanding fixed rate notes and outstanding Holdings senior discount notes, respectively. We are offering to issue these registered new notes to satisfy our obligations under a registration rights agreement that we entered into with the initial purchasers of the outstanding notes when we sold the outstanding notes in a transaction that was exempt from the registration requirements of the Securities Act. You may tender your outstanding notes for exchange by following the procedures described under the caption “The Exchange Offer.”

Tenders; Expiration date; Withdrawal The exchange offer will expire at 5:00 p.m., New York City time, on             , 2005, which is 30 days after the exchange offer registration statement is declared effective, unless we extend it. If you decide to exchange your outstanding notes for new notes, you must

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acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. You may withdraw any outstanding notes that you tender for exchange at any time prior to the expiration of the exchange offer. If we decide for any reason not to accept any outstanding notes you have tendered for exchange, those outstanding notes will be returned to you without cost promptly after the expiration or termination of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” for a more complete description of the tender and withdrawal provisions.

Conditions to the exchange offer The exchange offer is subject to customary conditions, some of which we may waive. See “The Exchange Offer—Conditions to the Exchange Offer” for a description of the conditions. Other than the federal securities laws, we are not subject to federal or state regulatory requirements in connection with the exchange offer.

U.S. federal income tax considerations Your exchange of outstanding notes for new notes to be issued in the exchange offer will not result in any gain or loss to you for U.S. federal income tax purposes.

Use of proceeds We will not receive any cash proceeds from the exchange offer.

Exchange agent Wachovia Bank, National Association

Consequences of failure to exchange your outstanding notes Outstanding notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your outstanding notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. Except in limited circumstances with respect to specific types of holders of outstanding notes, we, however, will have no further obligation to register the outstanding notes. If you do not participate in the exchange offer, the liquidity of your outstanding notes could be adversely affected.

Consequences of exchanging your outstanding notes Based on interpretations of the staff of the SEC, we believe that you may offer for resale, resell or otherwise transfer the new notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if you:

• acquire the new notes issued in the exchange offer in the ordinary course of your business;

• are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the new notes issued to you in the exchange offer; and

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• are not an “affiliate” of our company as defined in Rule 405 of the Securities Act.

If any of these conditions is not satisfied and you transfer any new notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur.

Any broker-dealer that acquires new notes in the exchange offer for its own account in exchange for outstanding notes which it acquired through market-making or other trading activities, must acknowledge that it will deliver a prospectus when it resells or transfers any new notes issued in the exchange offer. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.

The New Notes

The summary below describes the principal terms of the new notes. The “Description of the Notes” section of this prospectus contains a more detailed description of the terms and conditions of the new notes. The new floating rate notes and the new fixed rate notes will be issued by American Tire Distributors, Inc., and the new Holdings senior discount notes will be issued by American Tire Distributors Holdings, Inc., which is a holding company and has no significant operations or assets, other than the ownership of 100% of the equity interests in American Tire Distributors, Inc.

The terms of the new notes we are issuing in this exchange offer and the terms of the outstanding notes of the same series are identical in all material respects, except the new notes offered in the exchange offer:

• will have been registered under the Securities Act;

• will not contain transfer restrictions and registration rights that relate to the outstanding notes; and

• will not contain provisions relating to the payment of additional interest to be made to the holders of the outstanding notes under circumstances related to the timing of the exchange offer.

A brief description of the material terms of the new notes follows:

New Floating Rate Notes and New Fixed Rate Notes of American Tire Distributors, Inc.

Issuer American Tire Distributors, Inc.

Securities offered $140,000,000 aggregate principal amount of senior floating rate notes due 2012.

$150,000,000 aggregate principal amount of 10 ³/4% senior notes due 2013.

Maturity Floating rate notes: April 1, 2012.

Fixed rate notes: April 1, 2013.

Interest rate Floating rate notes: Interest accrues at three-month LIBOR plus 6.250% and will be reset quarterly on each January 1, April 1, July 1 and October 1, provided that the rate will be 9.34% per annum prior to July 1, 2005.

Fixed rate notes: 10.75% per year.

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Interest payment dates Floating rate notes: Each January 1, April 1, July 1 and October 1, beginning on July 1, 2005.

Fixed rate notes: Each April 1 and October 1, beginning on October 1, 2005.

Interest began to accrue from March 31, 2005.

Ranking The notes of both series and the subsidiary guarantees thereof are general unsecured senior obligations and rank equally with any of American Tire’s and the subsidiary guarantors’ unsecured and unsubordinated debt and senior to any of American Tire’s and the subsidiary guarantors’ subordinated debt but are effectively junior to all of American Tire’s and the subsidiary guarantor’s secured obligations, to the extent of the value of the collateral, and all obligations of non-guarantor subsidiaries. Holdings guarantees, on a subordinated basis, the floating rate notes and fixed rate notes. Holdings’ subordinated guarantee ranks junior to all senior obligations of Holdings, including the Holdings senior discount notes and its guarantee of the amended and restated credit facility, and effectively junior to all secured obligations of Holdings.

As of January 1, 2005, on a pro forma basis giving effect to the acquisition and related transactions, the secured debt, including capital leases, of the issuer and the subsidiary guarantors totaled approximately $185.3 million and American Tire and the subsidiary guarantors had an additional $36.7 million of secured obligations, principally trade payables.

Guarantees All of American Tire’s existing and future domestic restricted subsidiaries, other than immaterial subsidiaries and receivables subsidiaries,

unconditionally guarantee the floating rate notes and the fixed rate notes on a senior basis and Holdings unconditionally guarantee the floating rate notes and the fixed rate notes on a subordinated basis. If American Tire cannot make payments required by the notes, the subsidiary guarantors and Holdings must make them. The guarantees may be released under certain circumstances.

Optional redemption On or after April 1, 2007, in the case of the floating rate notes, and on or after April 1, 2009, in the case of the fixed rate notes, American Tire may redeem some or all of the notes at the redemption prices listed elsewhere in this prospectus. See “Description of the Notes—Description of the Operating Company Notes—Optional Redemption.”

In addition, at any time (which may be more than once) before April 1, 2007, in the case of the floating rate notes, and April 1, 2008, in the case of the fixed rate notes, American Tire can choose to redeem up to 35% of the outstanding notes of either series with money that American Tire raise in certain equity offerings, as long as:

• American Tire pay a redemption price equal to 100% plus a premium equal to the then applicable interest rate, in the case of

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the floating rate notes, or 110.75%, in the case of the fixed rate notes, plus accrued and unpaid interest;

•   American Tire redeems the notes within 90 days of completing the equity offering; and

•   at least 65% of the aggregate principal amount of notes of the applicable series originally issued remains outstanding afterwards.

American Tire may also, at any time prior to April 1, 2007, in the case of the floating rate notes and April 1, 2009 in the case of the fixed rate notes, upon a change of control, redeem all of the fixed rate notes or all of the floating rate notes at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a make whole premium.

Change of control offer If a change of control of our company occurs, unless American Tire has called all of the floating rate notes and fixed rate notes for redemption, American Tire must give holders the opportunity to sell their notes to us at 101% of their principal amount plus accrued and unpaid interest.

American Tire might not be able to pay the required price for notes presented to us at the time of a change of control because:

• American Tire might not have enough funds at the time; or

• the terms of our senior credit facility may prevent American Tire from paying.

Restrictive covenants The indentures governing the notes contain covenants that, among other things, limit American Tire and its restricted subsidiaries’ ability to:

• incur additional debt;

• pay dividends or distributions on, or redeem or repurchase, our capital stock;

• issue preferred stock of subsidiaries;

• make certain investments;

• create liens on our assets;

• enter into transactions with affiliates;

• merge or consolidate or sell all or substantially all of our assets;

• create restrictions on the payment of dividends or other amounts to us; and

• transfer or sell assets.

These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes—Description of the Operating Company Notes—Certain Covenants.”

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New Senior Discount Notes of American Tire Distributors Holdings, Inc.

Issuer American Tire Distributors Holdings, Inc.

Securities offered $51,480,000 aggregate principal amount at maturity of Holdings senior discount notes due 2013.

Offering Price, Initial accreted value The outstanding Holdings senior discount notes were offered at a price of $777.05 per $1,000 principal amount at maturity. The new Holdings senior discount notes will have an initial accreted value at issuance equal to the accreted value of the outstanding Holdings senior discount notes, which will equal the offering price of the outstanding Holdings senior discount notes plus 13% per annum from March 31, 2005 to the issue date of the new notes, compounded semi-annually.

Maturity October 1, 2013.

Interest rate Prior to April 1, 2007, no cash interest will accrue on the Holdings senior discount notes. The accreted value of each new Holdings senior discount note will accrete from the date of issuance until April 1, 2007 at a rate of 13% compounded semi-annually to an aggregate accreted value of $51,480,000. Thereafter, interest on the new Holdings senior discount notes will accrue at the rate of 13% per year payable semi-annually in arrears in cash.

Interest payment dates Each April 1 and October 1, beginning on October 1, 2007.

Ranking The Holdings senior discount notes are general unsecured senior obligations of Holdings and rank equally with any of Holdings’ unsecured and unsubordinated debt and senior to any of Holdings’ subordinated debt, including Holdings’ subordinated guarantees of the floating rate notes and fixed rate notes, but are effectively junior to any secured obligations of Holdings, to the extent of the value of the collateral, and any obligations of Holdings’ subsidiaries, including American Tire.

At January 1, 2005 on a pro forma basis giving effect to the acquisition and related transactions, the Holdings senior discount notes would have ranked junior to $475.3 million of subsidiary debt (including $290.0 million of the floating rate notes and fixed rate notes) and $252.3 million of other liabilities of Holdings’ subsidiaries excluding our deferred tax liability of $81.4 million. At the date of this prospectus, Holdings had no secured debt other than its guarantee of the amended and restated credit facility.

Original issue discount The new Holdings senior discount notes are being issued with original issue discount for U.S. federal income tax purposes. Thus, although cash interest will not be payable on the Holdings senior discount notes prior to April 1, 2007, original issue discount will accrue for tax purposes from the issue date of the new Holdings

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senior discount notes based on the yield to maturity of such notes and generally will be included in holders’ taxable income as interest income (including for periods ending on or prior to April 1, 2007) for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations—Taxations of U.S. Holder—Original Issue Discount on New Holdings Senior Discount Notes.”

Optional redemption On or after April 1, 2007, Holdings may redeem some or all of the Holdings senior discount notes at the redemption prices listed elsewhere in this prospectus. See “Description of the Notes—Description of the Holdings Senior Discount Notes—Optional Redemption.”

In addition, at any time (which may be more than once) before April 1, 2007, Holdings can choose to redeem up to 35% of the outstanding Holdings senior discount notes with money Holdings raises in certain equity offerings, as long as:

• Holdings pays a redemption price equal to 113% of the accreted value thereof, plus accrued interest, if any;

• Holdings redeems the Holdings senior discount notes within 90 days of completing the equity offering; and

• at least 65% of the aggregate principal amount at maturity of the Holdings senior discount notes originally issued remains outstanding afterwards.

Holdings may also, at any time prior to April 1, 2007, upon a change of control of Holdings, redeem all of the Holdings senior discount notes at a price equal to 100% of the accreted value of the notes, plus a make whole premium.

Mandatory redemption On April 1, 2010, if any Holdings senior discount notes are outstanding, Holdings will be required to redeem 12.165% of each of the then outstanding Holdings senior discount notes’ aggregate accreted value (the “mandatory principal redemption amount”) ($6,262,691 aggregate accreted value of the Holdings senior discount notes, assuming all of the Holdings senior discount notes remain outstanding on such date) at a redemption price of 100% of the accreted value of the portion of the Holdings senior discount notes so redeemed; provided, that Holdings shall simultaneously be required to redeem an additional portion of each Holdings senior discount note to the extent required to prevent such Holdings senior discount note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended. The mandatory principal redemption amount represents (i) the excess of the aggregate accreted value of all of the Holdings senior discount notes outstanding on April 1, 2010 over the aggregate original issue price thereof less (ii) an amount equal to one year’s simple uncompounded

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interest on the aggregate original issue price of such Holdings senior discount notes at a rate per annum equal to the yield to maturity on the Holdings senior discount notes.

Change of control offer If a change of control of Holdings occurs, unless Holdings has called all Holdings senior discount notes for redemption, Holdings must give holders the opportunity to sell their Holdings senior discount notes to Holdings at 101% of the aggregate accreted value plus accrued and unpaid interest, if any.

Holdings might not be able to pay the required price for the Holdings senior discount notes presented to Holdings at the time of the change of control because Holdings might not have enough funds at the time.

Restrictive covenants The indenture governing the Holdings senior discount notes contains covenants that, among other things, limit the ability of Holdings and its subsidiaries, including American Tire, to:

• incur additional debt;

• pay dividends or distributions on, or redeem or repurchase Holdings’ capital stock;

• issue preferred stock of subsidiaries;

• make certain investments;

• create liens on Holdings’ assets;

• enter into transactions with affiliates;

• merge or consolidate or sell all or substantially all of Holdings’ assets;

• create restrictions on the payment of dividends or other amounts to Holdings; and

• transfer or sell assets.

These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes—Description of the Holdings Senior Discount Notes—Certain Covenants.”

You should refer to the section entitled “Risk Factors” for a description of some of the risks you should consider before investing in the notes.

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Our Company

We are the leading distributor of tires to the replacement tire market in the United States and provide a critical link between tire manufacturers and the highly fragmented retail tire sales channel. Through our 71 distribution centers, we offer approximately 60,000 stock keeping units, or SKUs, to our approximately 35,000 customers, generally on a same or next day basis. As a result, our customers utilize our broad product offering to offer a comprehensive product lineup that they would be unable to otherwise provide on a stand alone basis due to working capital, logistics and warehouse constraints. We believe our position as the leading intermediary between tire manufacturers and a very fragmented customer base makes us an important distribution partner to the tire manufacturers. Our industry leading market share increased from an estimated 1.7% in 1995 to 5.9% in 2004 as a result of above-market organic growth and targeted acquisitions, making our revenue approximately four times the estimated comparable revenue of our closest wholesale competitor. We believe that our size and broad geographic footprint give us a substantial scale advantage over our competitors, all of whom are regionally focused. For the 2004 fiscal year, we generated pro forma net sales of $1,393.7 million and pro forma Indenture EBITDA of $77.6 million.

We believe we have the broadest product offering in our industry, supplying our customers with 11 of the top 12 leading tire brands. We believe we are the only distributor that carries the flag brands of all four of the largest tire manufacturers: Bridgestone, Continental, Goodyear and Michelin. In addition to flag brands, we also sell associate and private label brand tires, custom wheels and accessories and related service equipment. We believe our large, diverse product offering allows us to better penetrate markets by being able to provide a wide spectrum of products at multiple price points.

We serve a highly diversified customer base. Our core customers consist of approximately 11,000 independent tire outlets that generate over 75.0% of our net sales. In addition to our extensive inventory and same or next day distribution capabilities, we provide our customers with sales and product support services, including a sophisticated ordering and logistics system, to maximize their ability to sell tires, custom wheels and accessories. These valuable services, as well as the deep level of commitment we have to the business operations of our customers, have resulted in a strong and stable position within the industry.

Holdings

Holdings is a newly created company that has no significant assets or operations other than its ownership of American Tire Distributors, Inc.

Industry Overview

The U.S. replacement tire market had annual retail sales of approximately $24.3 billion in 2004. Of that amount, passenger car and light truck tires accounted for approximately 60.5% and 16.5% of sales, respectively. Medium truck tires and farm, specialty and other types of tires accounted for approximately 19.4% and 3.6% of sales, respectively.

The U.S. replacement tire market has experienced stable historical growth. The number of new replacement tires shipped in the United States for passenger cars and light trucks increased from 185.4 million tires in 1995 to 233.8 million tires in 2004, for a compound annual growth rate of 2.6%. During that period, annual retail tire sales declined only once, in 2001 when revenues decreased by 0.5%. We believe the decline in 2001 was primarily due to a tire recall by Firestone in 2000, where the manufacturer replaced customer tires earlier than customers would have otherwise required. We believe this stable market growth is due to the:

• increase in both the number and average age of passenger cars and light trucks;

• rise in the number of miles driven per vehicle;

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• expansion of replacement tire SKUs;

• growth of high performance and larger diameter tires; and

• shortening of tire replacement cycles.

The replacement tire market for passenger cars and light trucks consists of three primary types of tires: “flag” brands, which are premium tires sold under recognized brands; associate brands, which are primarily lower priced tires; and private label brands, which are manufactured exclusively for and marketed by independent tire wholesale distributors and/or retailers. The market share of flag brand tires in the replacement tire market has increased from approximately 53.0% in 1990 to 66.0% in 2004.

In the United States, consumers purchase replacement tires from several principal sources, including independent tire outlets, manufacturer owned retail stores, mass merchandisers such as Sears and Wal-Mart, auto supply chain stores such as Pep Boys and wholesale clubs and discounters such as Costco and Sam’s Club. Independent tire outlets, our largest customer base, include small local tire stores as well as regional and national chains such as Tire Kingdom and Discount Tire. Independent tire outlets are the largest suppliers of new replacement passenger car tires in the United States, accounting for approximately 59.0% of retail sales of domestic replacement passenger car tires in 2004, up from 54.0% in 1990.

Independent tire outlets obtain their inventory of new replacement tires through three principal sources: tire manufacturers, independent wholesale distributors like us and dealer owned warehouses. Other sources include discount or price clubs and other tire outlet chains. We believe that, in recent years, certain tire manufacturers have reduced the extent to which they supply small independent tire outlets directly due to the inefficiencies of supplying small quantities of product to a large number of locations. At the same time, manufacturers have increased their supply to independent wholesale distributors who are able to deliver tires to a large number of independent tire outlets with greater efficiency. We believe that there are approximately 41,000 tire outlets that are being served either directly by manufacturers or by the approximately 200 wholesale distributors, most of which sell products from only a limited number of manufacturers.

Competitive Strengths

We believe our key competitive strengths include:

Leading Market Position. We are the leading replacement tire distributor in the United States with an estimated national market share of 5.9%. We believe our revenue is approximately four times the estimated comparable revenue of our closest wholesale competitor. We believe that the key benefits of our scale include: an ability to efficiently carry an extensive inventory; an ability to invest in sales tools and technologies to support our customers; and operating efficiencies from our scalable infrastructure. We believe our leading market position, combined with the fact that we, unlike our principal competitors, do not own retail businesses that compete with our customers, enhances our ability to increase sales to existing customers, attract new customers and enter into new markets.

Extensive Distribution Network. We have the largest independent aftermarket tire distribution network in the industry with 71 distribution facilities and 700 trucks serving 36 states. Utilizing our sophisticated inventory management and logistics technology, we believe we deliver 88.0% of our orders on a same or next day basis. As a result, we believe that we have an excellent reputation with our customers for providing a high level of prompt customer service.

Broad Product Offering. We believe we offer the most comprehensive selection of tires in the industry, with timely access to approximately 60,000 SKUs. We supply 11 of the top 12 leading tire brands and we believe we are the only distributor that carries the flag brands of all four of the largest tire manufacturers: Bridgestone,

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Continental, Goodyear and Michelin. We also offer a number of high quality, private label product lines. In addition to branded and private label tires, we also sell associate brand tires, custom wheels and accessories and related service equipment. We believe that our broad product offering has been a significant factor in attracting and retaining many of our customers.

Diversified Customer Base. We sell our products to approximately 35,000 customers, including both national and regional tire dealer chains, car dealerships and other independent tire outlets. In 2004, no single customer accounted for more than 2.0% of our net sales while our top 25 customers accounted for less than 10.0% of our net sales.

Superior and Distinctive Technology. We have invested in sophisticated ordering and logistics technology that provides order processing, warehousing and fulfillment functions, which we believe to be the most efficient in the industry. Our Heafnet system, introduced in 1996, offers customers instant online access to our inventory, allowing dealers to check the price and availability of products and place orders on a 24/7 basis. Approximately 36.0% of our orders in 2004 were placed online using Heafnet, up from 7.0% in 2001. We have also invested in our logistics technology, including routing and global positioning software systems, to capture additional distribution efficiencies.

Strong Working Capital Management and Low Capital Expenditures. We are able to generate cash flows while maintaining sizeable inventory as our inventory controls and vendor relationships enable us to closely monitor and effectively manage our working capital. Furthermore, our scalable operating platform has allowed us to increase sales volume without significant incremental costs or capital expenditures. During the period from 2001 to 2004, our annual maintenance capital expenditures have averaged approximately $2.0 million to $3.0 million. In addition, our bad debt write-offs have historically been less than 0.1% of sales due to strong credit and collection procedures.

Experienced Senior Management Team. Our senior management team, led by our Chief Executive Officer, Dick Johnson, and our President, Bill Berry, is comprised of seasoned industry professionals and veterans of our company. Our senior management has an average of over 20 years of distribution experience and over 15 years with our predecessor companies or us. Following this offering, our senior management team collectively will hold approximately 4.0% of the capital stock of our parent company.

Business Strategy

We intend to continue to expand our business, enhance our market position and increase our revenues and cash flow by focusing on the following:

Expand Our Share of Existing Customers’ Business. We plan to expand our market share with existing dealers through greater penetration of existing brands as well as branded product expansion. As part of our strategy to grow our market share with existing customers, we have expanded our supplier relationships. In 2002, we enhanced our long standing relationship with Goodyear by obtaining distribution rights for the Goodyear brand. In 2004, we established new relationships with Continental, General and Cooper. According to Modern Tire Dealer, these four brands have a combined market share of over 25.0% in the U.S. passenger car and light truck tire market. We expect to generate additional revenue from these brands through full distribution across our broad geographic footprint.

Leverage Our Existing Infrastructure to Expand into Underserved Customer Markets. Our distribution infrastructure provides considerable operating leverage because the cost of adding additional customers that can be served by an existing distribution center, through the addition of truck routes or stops, is low. For example, we recently entered into a supply arrangement with General Motors covering approximately 3,700 GM automobile

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dealerships. These GM dealerships can be serviced by our existing distribution centers and are not currently expected to require any additional truck routes. Our technology platform is also fully scalable to accommodate additional distribution centers as necessary to expand efficiently into a new region. In addition, we plan to continue increasing our fill-in business at national and regional chains and tire manufacturer owned stores.

Focus on Higher Profit Products. We plan to continue to focus on increasing the mix of high and ultra high performance tires in our product line and on shifting customers from private and associate brands to flag brands, which provide us with a higher profit per tire. The shift to larger rim diameter products also enhances profit per tire. In 2003, we established supply arrangements with Pirelli and Nitto, who selected us because of our distribution capability. We intend to build demand for both of these brands through our sales force and distribution network. We are also working closely with independent tire retailers, automobile dealers and specialty shops to increase our sales of high margin custom wheels and tire services equipment, tools and supplies.

Capitalize on Profit Enhancement Opportunities. We remain committed to managing our cost structure to increase profitability. As we have expanded our market presence, we have been able to effectively leverage our highly scalable distribution infrastructure to achieve higher growth and increased margins. For example, our utilization of logistics technology, including our GPS applications, has improved distribution efficiency and profitability. We are currently in the process of further enhancing our pricing discipline and expense controls through a strategic segmentation of our customer base. This initiative provides incentives for smaller customers to provide us with a larger share of their business and focuses our sales efforts on larger, more profitable customers.

Selectively Pursue Acquisitions. We believe we are well suited to capitalize on opportunities to acquire smaller companies with key customer relationships. Our acquisition strategy consists of increasing our share in existing markets, adding distribution in new or complementary regions and utilizing our scale to realize cost savings. In addition, we believe acquisitions in our existing geographic markets provide the opportunity for significant cost savings. Over the past year, we have successfully acquired and integrated two businesses representing $160.0 million in annual net sales for fiscal 2004. We believe that this experience will help us to pursue suitable acquisition opportunities in the future and integrate them successfully. Consistent with this strategy, we continue to evaluate potential acquisition targets. However, at this time, we are not party to any definitive agreement for any such acquisition.

Recent Acquisitions

Over the past year, we have completed and integrated two acquisitions. These acquisitions extended our distribution network, increased our scale, expanded our product offering and allowed us to realize significant cost savings.

• On July 30, 2004, we acquired Big State Tire Supply, a tire distributor located in Lubbock, Texas. Big State operated nine distribution centers located in Texas, Oklahoma and New Mexico and carried primarily Goodyear brand tires. The acquisition of Big State filled a gap in our distribution footprint and allowed us to introduce our broad range of products to those customers.

• On September 2, 2004, we acquired Target Tire, Inc., a tire distributor located in Jacksonville, North Carolina. Target Tire operated 11 distribution centers located in North Carolina, Georgia, South Carolina, Virginia and Tennessee. We have integrated Target Tire into our existing infrastructure, closing ten of its 11 distribution centers and realizing other cost savings.

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The Acquisition

The Merger

On February 4, 2005, Holdings entered into a merger agreement with American Tire which was amended and restated on March 7, 2005. Pursuant to the merger agreement, and in exchange for an aggregate purchase price of $710.0 million, less the amount of American Tire’s net debt at January 1, 2005 and certain dividends payable to holders of American Tire’s preferred stock, its transaction expenses and certain payments to American Tire’s management, ATD MergerSub, a subsidiary of Holdings, merged into American Tire. In connection with the merger, all of American Tire’s existing redeemable preferred stock was either redeemed or exchanged for redeemable preferred stock of Holdings and each holder of shares of American Tire’s common stock was entitled to receive a portion of the merger consideration. To the extent that any existing holder of options or warrants to acquire shares of American Tire’s common stock did not exercise such options or warrants prior to the effective time of the merger, American Tire paid such holder an amount in cash equal to the per share consideration less the exercise price of such option or warrant in complete satisfaction of the option or warrant. American Tire continued as the surviving corporation with Holdings as its sole stockholder.

The merger agreement contains customary provisions for such agreements, including representations and warranties made by us and the purchasers. The merger agreement did not contemplate any closing or post closing balance sheet adjustment and did not provide for any post closing indemnity by the sellers.

The Related Transactions

On March 31, 2005, the date of the closing under the merger agreement, the following related transactions occurred:

• Investcorp S.A., certain co-investors and members of management contributed $238.0 million to the equity of Holdings through the purchase of common and 8% cumulative mandatorily redeemable preferred stock of Holdings;

• Holdings issued $4.0 million of Series B preferred stock in exchange for American Tire’s existing Series B preferred stock, which was subsequently canceled;

• American Tire amended and restated its credit facility, which consists of a $300.0 million revolving credit facility pursuant to which it had $155.7 million of outstanding loans on the closing date;

• American Tire redeemed its Series A preferred stock and holders of its Series C and D preferred stock received merger consideration on a common stock equivalent basis;

• American Tire issued $290.0 million in aggregate principal amount of the outstanding floating rate notes and the outstanding fixed rate notes. Holdings issued $51.5 million in aggregate principal amount at maturity of the outstanding Holdings senior discount notes, which were offered at a substantial discount from their principal amount at maturity and generated gross proceeds of approximately $40.0 million. The total gross proceeds of the outstanding notes were $330.0 million;

• American Tire sent irrevocable notice of redemption to redeem the $28.6 million outstanding principal amount of its Series D 10% senior notes due 2008 on May 15, 2005 at a price equal to $29.1 million, reflecting the expected prepayment penalty of approximately $0.5 million upon redemption, plus accrued interest through the redemption date; the Series D senior notes were discharged at closing; and

• We paid fees and expenses in connection with the foregoing.

The proceeds from the equity contributions, the outstanding notes, and the borrowings under the amended and restated credit facility were used to effect the merger, to repay certain of American Tire’s debt and to pay related fees and expenses and other amounts payable under the merger agreement. We refer to these equity contributions, the notes offered hereby, the borrowings under the amended and restated credit facility and the application of the use of proceeds, collectively, as the acquisition and related transactions.

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Sources and Uses of Funds

We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes as contemplated in this prospectus, we will receive in exchange outstanding notes in like principal amount. We will cancel all outstanding notes exchanged for new notes in the exchange offer.

Historical Sources and Uses of Funds

The net proceeds from the offering of the outstanding notes (approximately $315.5 million after deducting the initial purchasers’ discount and fees and expenses of the offering), together with borrowings under the amended and restated credit facility and proceeds of capital contributions from Holdings were used to consummate the acquisition, to repay certain of American Tire’s existing debt and to pay fees and expenses in connection with the acquisition and related transactions.

Assuming the transaction had been completed on January 1, 2005, the following table sets forth the cash sources and uses of funds, including the application of the proceeds as described in “The Acquisition—Financing the Acquisition” (dollars in millions):

Sources of Funds
Amended and restated credit facility (1)	$	170.5
Outstanding floating rate notes and fixed rate notes		290.0
Outstanding holdings senior discount notes		40.0
Capital lease obligations (2)		14.8
8% cumulative mandatorily redeemable preferred stock (3)		20.0
Series B preferred stock (3)		4.0
Equity contribution (4)		218.0
Total Sources of Funds	$	757.3

Uses of Funds
Merger consideration (5)	$	459.7
Rollover of existing debt
Current portion of long-term debt		1.7
Long-term portion of existing credit facility and other long-term debt		188.8
Accrued interest (6)		1.5
Series A preferred stock (7)		5.5
Series B preferred stock (7)		4.0
Funding of Series D senior notes		28.6
Estimated prepayment penalty on Series D senior notes (8)		1.0
Capital lease obligations (2)		14.8
Transaction bonuses and change in control payments (9)		7.7
Fees and expenses (10)		44.0
Total Uses of Funds	$	757.3

(1) In connection with the acquisition and related transactions, American Tire entered into the amended and restated credit facility, which consisted of a five-year $300.0 million revolving credit facility, $155.7 million of which was drawn down at closing. See “Description of Other Indebtedness.”

(2) In connection with the acquisition and related transactions, capital lease obligations of $14.8 million remain outstanding, of which $0.7 million is a current liability and $14.1 million is long-term.

(3) Amounts represent gross proceeds from the issuance by Holdings of 8% cumulative mandatorily redeemable preferred stock of $20.0 million and the issuance of Series B preferred stock by Holdings for $4.0 million related to the cancellation of our existing Series B preferred stock.

(4) The equity consists of $210.0 million of gross proceeds from the sale of common stock of Holdings, which is comprised of the contribution by Investcorp, its co-investors and the co-sponsors, and management’s equity in Holdings of $8.0 million.

(5) Assuming the acquisition and related transactions had occurred as of January 1, 2005, the merger consideration would have been as follows (dollars in millions):

Aggregate enterprise value	$	710.0
Less:
Rollover of existing debt, net of cash		188.7
Funding of Series D senior notes		29.6
Redemption of Series A preferred stock		5.5
Capital lease obligations		14.8
Exchange of Series B preferred stock		4.0
Transaction bonuses and change in control payment		7.7
Merger consideration	$	459.7

(6) Reflects the payment of accrued interest on existing debt as of January 1, 2005.

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(7) In connection with the acquisition and related transactions American Tire redeemed the existing Series A preferred stock of $5.5 million and exchanged the Series B preferred stock of $4.0 million for new securities of Holdings (see (3) above).

(8) Represents the prepayment penalty relating to the redemption of American Tire’s Series D senior notes that would have been payable if the transaction had been completed on January 1, 2005. We expect that the actual prepayment penalty will be approximately $0.5 million upon the expected redemption in May 2005.

(9) In connection with the acquisition and related transactions, we funded transaction bonuses and other related change in control payments of $7.7 million of which $2.4 million had been accrued on the balance sheet as of January 1, 2005.

(10) Reflects the buyers’ transaction fees associated with the acquisition and related transactions as follows (dollars in millions):

Deferred financing costs at American Tire (i)	$	16.8
Direct acquisition costs at American Tire (ii)		17.9
Prepayment of annual management fees (iii)		8.0
American Tire transaction fees and expenses		42.7
Deferred financing costs at Holdings (iv)		1.3
Total transaction fees and expenses	$	44.0

(i) Reflects capitalized deferred financing fees associated with entering into the amended and restated credit agreement, and the outstanding floating rate notes and fixed rate notes, incurred in connection with the acquisition and related transactions, including fees payable to the initial purchasers in connection with the offering of the outstanding notes and commitment and financing fees payable in connection with our amended and restated credit facility. These fees are amortized over the life of the related debt.

(ii) Reflects the direct acquisition costs included in the total cost of the acquisition and related transactions. These direct acquisition costs include investment banking, legal, accounting, and other fees for professional services in connection with the acquisition and related transaction, including transaction and commitment fees payable to one or more of Investcorp and its co-sponsors (or their respective affiliates).

(iii) Reflects the payment of management advisory fees to be paid to one or more of Investcorp and its co-sponsors (or their respective affiliates) at closing for services to be rendered over a period of five years following closing. This payment will be deferred and amortized pursuant to the terms of the agreement and on a basis consistent with the service provided.

(iv) Reflects capitalized deferred financing fees associated with the outstanding Holdings senior discount notes of $0.7 million and the deferred financing fees associated with the 8% cumulative mandatorily redeemable preferred stock issuance by Holdings of $0.6 million.

For more information, see “Unaudited Pro Forma Condensed Consolidated Financial Data” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

The Sponsors

Investcorp is a global investment group with approximately 300 employees and offices in New York, London and Bahrain. Investcorp is principally engaged in corporate investment, real estate investment and asset management. Since its formation in 1982, the firm has arranged approximately 70 corporate investments with a combined value of nearly $20 billion. In the United States, Investcorp currently has, in addition to us, 13 companies in its corporate investment portfolio, including Source Media and Associated Materials Incorporated. In Europe, Investcorp and its clients currently own nine corporate investments, including Apcoa AG, Hilding Anders AB and Minimax Holding GmbH.

Investcorp’s co-sponsors include Berkshire Partners and Greenbriar Equity Group.

Berkshire is a Boston-based investment firm that is principally engaged in investments in mid-sized private companies through six investment funds with aggregate capital commitments of $3.5 billion. Berkshire Partners has developed specific industry experience in several areas including industrial manufacturing, consumer products, transportation, communications, business services, and retailing and related services. Over the last ten years, Berkshire Partners has been an investor in over 80 operating companies with more than $12.0 billion of acquisition value and combined revenues in excess of $15.0 billion. Current investments include Carter’s, Inc., Acosta, Inc., Amscan Holdings, Inc. and The Holmes Group, Inc.

Greenbriar is a private equity firm focused exclusively on making investments in the global transportation industry, including (i) traditional sectors such as airlines, air freight, automotive, commercial aerospace, cruise ships, railroads, shipping and trucking; (ii) closely-related sectors such as manufacturing, logistics, distribution and various service sectors supplying the transportation industry; and (iii) extensions of transportation industry activity related to areas such as energy, financial services, infrastructure, retail and technology. Greenbriar manages $700 million of limited partner capital and co-investment commitments, and has formed a strategic joint venture with Berkshire to address opportunities in the transportation sector. Current investments include Hexcel Corp., Active Aero Group and Tinnerman Palnut LLC.

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Summary Historical and Unaudited Pro Forma Consolidated Financial Data

The following table sets forth our summary historical consolidated financial data for the periods indicated. This summary historical financial data as of the end of and for the fiscal years 2002 through 2004 is derived from our consolidated financial statements as of and for those years. Our fiscal year is based on a 52 or 53 week period ending on the Saturday closest to each December 31. Those consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and are included elsewhere in this offering memorandum. The pro forma information of Holdings and American Tire as of the end of and for 2004 takes into account the acquisition and related transactions and the Big State and Target Tire acquisitions as if each had occurred on the first day of our 2004 fiscal year or, in the case of the balance sheet, as if the acquisition and related transactions had occurred as of January 1, 2005. Unless otherwise stated, the pro forma amounts presented below represent those of Holdings. The following summary historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Condensed Consolidated Financial Statements” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Fiscal Year									Pro Forma Fiscal Year 2004 (unaudited)
Statement of Operations Data:	2002			2003			2004 (1)
	(dollars in thousands, except ratio data)
Net sales	$	1,062,015		$	1,114,410		$	1,282,069		$	1,393,711
Cost of goods sold		868,750			910,905			1,043,793			1,131,873
Gross profit		193,265			203,505			238,276			261,838
Selling, general and administrative expenses		161,914			162,351			183,235			215,700
Operating income		31,351			41,154			55,041			46,138
Other income (expense), net:
Interest expense		(18,705	)		(14,071	)		(13,371	)		(48,397	)
Gain on repurchase of Series D senior notes		49,759			—			—			—
Other income (expense), net		288			93			(393	)		(394	)
Income (loss) from continuing operations before income taxes		62,693			27,176			41,277			(2,653	)
Provision (benefit) for income taxes		24,783			11,089			16,236			(897	)
Income (loss) from continuing operations		37,910			16,087			25,041			(1,756	)
Loss from discontinued operations, net of income tax benefit		(483	)		(82	)		—			—
Net income	$	37,427		$	16,005		$	25,041		$	—
Other Financial Data:
Cash flows provided by (used in):
Operating activities	$	15,265		$	17,657		$	25,709		$	—
Investing activities		13,413			(1,929	)		(63,302	)		—
Financing activities		(30,116	)		(15,095	)		37,601			—
Depreciation and amortization (2)		8,610			6,957			6,781			29,435
Capital expenditures (3)		2,059			2,491			4,379			—
EBITDA (4)		40,249			48,204			61,429			—
Indenture EBITDA (5)		—			—			—			77,574
Consolidated Coverage Ratio (6)		—			—			—			1.7	x
Balance Sheet Data:
Cash and cash equivalents	$	2,693		$	3,326		$	3,334		$	3,334
Working capital (7)		83,073			98,997			133,720			181,786
Total assets		411,270			419,003			556,295			1,091,038
Total American Tire debt (8)		196,400			182,716			233,919			475,296
Total Holdings debt (8)		—			—			—			515,299
Total redeemable preferred stock (9)		11,035			10,535			9,535			24,035
Total shareholders’ equity		16,489			32,494			57,765			218,000

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(1) In July 2004, American Tire acquired Big State and in September 2004, it acquired Target Tire. Each transaction was accounted for using the purchase method of accounting.

(2) American Tire adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” effective January 1, 2002 and accordingly, goodwill amortization was discontinued.

(3) Excludes capital expenditures financed by debt.

(4) We evaluate liquidity based on several factors, of which the primary financial measure is earnings from continuing operations before interest, taxes, depreciation and amortization, or EBITDA. We present EBITDA because we consider it a useful analytical tool for measuring our ability to generate cash flow and to service or incur indebtedness. EBITDA should not be considered an alternative to, or more meaningful than, cash flows from continuing operations as a measure of liquidity in accordance with accounting principles generally accepted in the United States. EBITDA as calculated and presented here may not be comparable to EBITDA as calculated and presented by other companies. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements.

The following table reconciles net cash provided by continuing operating activities to EBITDA:

	Fiscal Year
	2002			2003			2004
Net cash provided by continuing operating activities:	$	15,265		$	17,657		$	25,709
Changes in assets and liabilities		2,491			14,405			9,345
Deferred income tax expense		(22,570	)		(6,915	)		(1,847	)
Interest Expense		18,705			14,071			13,371
Income Taxes		24,783			11,089			16,236
Provision for Doubtful accounts		(2,036	)		(907	)		(320	)
Amortization of other assets		(1,221	)		(1,208	)		(1,156	)
Provision for obsolete inventory		4,832			12			91
EBITDA	$	40,249		$	48,204		$	61,429

(5) The covenants under our senior floating and fixed rate notes and Holdings’ senior discount notes are tied to ratios based on Indenture EBITDA, referred to as Consolidated Cash Flows in the indenture, and restrict our ability to incur additional indebtedness and to issue preferred stock.

The presentation of Indenture EBITDA, a non-GAAP financial measure, and ratios based thereon do not comply with accounting principles generally accepted in the United States because they are adjusted to exclude certain cash expenses, including recurring expenses. We present Indenture EBITDA as it is used to determine our compliance with covenants contained in the related indentures governing our notes. Indenture EBITDA as used herein represents income (loss) from continuing operations before interest expense, provision (benefit) for income taxes, depreciation and amortization and further adjusted to exclude certain non-recurring and other adjustments permitted in calculating covenant compliance under the indentures (see Consolidated Cash Flow under “Certain Definitions” in the Description of Notes). We believe that the inclusion of this supplementary information is necessary for investors to understand our abilities to comply with the financial covenants and debt service of the notes. The table below reconciles Indenture EBITDA to income (loss) from continuing operations. A Pro Forma Statement of Cash Flows was not provided as part of the Pro Forma Financial Statements. Accordingly, we were not able to reconcile Indenture EBITDA to net cash provided by continuing operating activities. Instead we reconciled Indenture EBITDA to income (loss) from continuing operations to be consistent with the definition of Indenture EBITDA presented in the Indenture Agreement.

	American Tire Pro Forma Fiscal Year 2004 (unaudited)		Holdings Pro Forma Fiscal Year 2004 (unaudited)
		(dollars in thousands)
Income (loss) from continuing operations	$	2,584	$	(1,756	)
Interest expense		41,282		48,397
Provision (benefit) for income taxes		1,878		(897	)
Depreciation and amortization		29,435		29,435
Transaction bonuses and accrued change in control payments (i)		2,395		2,395
Indenture EBITDA	$	77,574	$	77,574

(i) For periods prior to the Issue Date, we are required to adjust for all items reflected in the calculation of Adjusted EBITDA set forth in our offering memorandum dated March 23, 2005 by the Indenture Agreement.

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(6) Our ability to incur additional debt, other than “Permitted Debt” as defined in the indenture, and issue preferred stock, is tied to the Consolidated Coverage Ratio, which is calculated as the ratio of Indenture EBITDA (giving pro forma effect to the incurrence, assumption, guarantee or redemption of debt or issuance or redemption of preferred stock) to Consolidated Interest Expense. To incur additional indebtedness or issue preferred stock, we must have a Consolidated Coverage Ratio of at least 2.00 to 1.00 over the term of the Indenture Agreement. Our Consolidated Coverage Ratios, per the indenture, for the year ended January 1, 2005 are as follows:

	Ratios
American Tire
Senior Floating and Fixed Rate Notes
Indenture EBITDA to consolidated interest expense	1.7x
Holdings
Senior Discount Notes
Indenture EBITDA to consolidated interest expense	1.7x

In addition to various savings and synergies relating to the Target Tire acquisition that have been accounted for in the pro forma financial information, management expects that we will be able to achieve an estimated additional $1,200 in cost savings due to payroll and truck reductions as well as computer license and consulting savings.

We have retained 16 Target Tire employees to fill recently created vacancies at our company. Our pro forma financial statements include the payroll costs of these 16 employees and the payroll costs of the employees who previously held the vacant positions. We believe that we will be able to achieve payroll savings in 2005 equal to the amount that we paid the employees who had previously held those vacant positions.

On the date of the acquisition of Target Tire, Target Tire had 51 trucks on non-cancellable leases. Approximately half of those trucks are being used in new routes that we have since created, but 17 of those trucks are not currently being utilized. We began utilizing those trucks in March and expect to continue through December of this year to replace 17 of our trucks currently held under leases which will come off lease during such period. Because the leases on these trucks are not expiring until later during 2005, the full effect of these savings will not be realized until 2006.

In addition, we have eliminated Target Tire’s computer system and placed their one remaining distribution center onto our system, which will allow us to eliminate Target Tire’s historical spending on computer licenses and related consulting.

You should note that various circumstances could cause our actual results to differ from our expectations and that we therefore can provide no assurances that we will in fact realize the full amount of the estimated savings. For example, increased sales or expansion into new regions could require us to expand the number of trucks or the number of employees that we will need and upgrades to our information technology systems could require us to spend additional amounts on computers and related consulting services.

(7) Working capital is defined as current assets less current liabilities.

(8) Total debt is the sum of current maturities of long term debt, non-current portion of long-term debt and capital lease obligations. Total debt excludes approximately $24.0 million of 8% cumulative mandatorily redeemable preferred stock.

(9) For pro forma fiscal year 2004, total redeemable preferred stock represents the sum of the 8% cumulative mandatorily redeemable preferred stock and Series B preferred stock issued by us.

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RISK FACTORS

You should carefully consider the risks described below and other information contained in this prospectus before making an investment decision. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. Any of the events discussed in the risk factors below may occur. If they do, our business, results of operations or financial condition could be materially adversely affected. In such an instance, the trading price of our securities could decline, and you might lose all or part of your investment.

Risks Relating to the Notes

Our substantial leverage may impair our financial condition, and we may incur significant additional debt.

We have a substantial amount of debt. As of January 1, 2005, on a pro forma basis after giving effect to the acquisition and the related transactions, including the issuance of the outstanding notes, Holdings would have had approximately $515.3 million of total debt and American Tire would have had $475.3 million of total debt. At such date $185.3 million of American Tire’s debt and Holdings’ guarantee of its obligations under the amended and restated credit facility would have been secured. In addition, American Tire has provided guarantees on certain leases of Winston Tire Company, a company American Tire previously owned. Our obligation under these guarantees was $11.2 million at January 2005. In addition, we would have been able to borrow up to an additional $55.8 million under the amended and restated credit facility, subject to customary borrowing conditions, including satisfaction of a borrowing base. We also have a significant amount of other contractual commitments to make cash payments, principally consisting of lease payments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Commitments.” See “Capitalization” for additional information.

Our substantial debt could have important consequences to you, including:

• our ability to obtain additional financing, whether for working capital, acquisitions, capital expenditures, or other purposes, may be impaired;

• a substantial portion of our cash flow from operations will be required for debt service, thereby reducing funds available to us for our operations, capital expenditures and acquisitions and making it more difficult for us to satisfy our obligations with respect to the notes;

• certain of our debt, contains financial and other restrictive covenants which, if breached, would result in an event of default under such debt;

• increasing our vulnerability to general adverse economic and industry conditions by making it more difficult for us to react quickly to changing conditions;

• exposing us to risks inherent in interest rate fluctuations because a substantial portion of our borrowings will be at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates; and

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

These limitations and consequences may place us at a competitive disadvantage to other less leveraged competitors.

Subject to specified limitations, the amended and restated credit facility and the indentures governing the notes permit us and our subsidiaries to incur substantial additional debt, a portion of which may be secured. If new debt is added to our and our subsidiaries’ current debt levels, the risks described above could intensify. See “Description of Other Indebtedness,” “Description of the Notes— Description of the Operating Company Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens,” and “—Description of the Holdings Senior Discount Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens” for additional information.

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We will require a significant amount of cash, and our ability to generate sufficient cash depends upon many factors, some of which are beyond our control.

Our ability to make payments on and refinance our debt and to fund working capital needs and planned capital expenditures and acquisitions depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. For example, our need to stock substantial inventory could increase our working capital needs. We cannot assure you that our business will continue to generate cash flow from operations at current levels or that our cash needs will not increase. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other needs, we may have to refinance all or a portion of our existing debt or obtain additional financing or reduce expenditures that we deem necessary to our business. We cannot assure you that any refinancing of this kind would be possible or that any additional financing could be obtained. The inability to obtain additional financing could have a material adverse effect on our financial condition and on our ability to meet our obligations to you under the notes.

Your right to receive payments on the floating rate notes and fixed rate notes and the related subsidiary guarantees is effectively junior to certain other debt.

The floating rate notes and fixed rate notes and the related subsidiary guaranties are, respectively, American Tire’s and the subsidiary guarantors’ unsecured, senior obligations, and rank equally with any of its and the subsidiary guarantors’ unsecured and unsubordinated debt and other liabilities and senior to any of its and the subsidiary guarantors’ subordinated debt. The floating rate notes and fixed rate notes and the related subsidiary guaranties are effectively subordinated to all of, respectively, our, Holdings’ and the subsidiary guarantors’ secured debt, including debt under the amended and restated credit facility, to the extent of the value of the assets securing such debt. Holdings’ guarantee of these notes is contractually subordinated to all of its other debt. Debt under the amended and restated credit facility is secured by a lien on substantially all of our, Holdings’ and its significant subsidiaries’ (which includes the subsidiary guarantors) assets including our capital stock, our inventory and accounts receivable. See “Description of Other Indebtedness.” The floating rate notes and fixed rate notes are effectively subordinated to all liabilities of any of American Tire’s subsidiaries that do not guarantee the floating rate notes and fixed rate notes. In addition, we have granted purchase money liens on our inventory to certain of our most significant vendors to secure our obligations to pay for such inventory. As a result, our obligations under the floating rate notes and fixed rate notes are effectively subordinated to those obligations to the extent of the value of the collateral securing them. The indentures relating to the floating rate notes and fixed rate notes permit us to incur additional secured debt (and secured trade payables) and to permit American Tire’s non-guarantor subsidiaries to incur liabilities, subject to certain limitations. See “Description of the Notes—Description of the Operating Company Notes.” As of January 1, 2005, on a pro forma basis giving effect to the acquisition and the related transactions, we would have had approximately $185.3 million of secured debt outstanding and $36.7 million of other secured obligations (other than senior debt), principally trade payables.

Holdings is the sole obligor under the Holdings senior discount notes, and its subsidiaries, including American Tire, will not guarantee Holdings’ obligations under the Holdings senior discount notes and do not have any obligation with respect to the Holdings senior discount notes; in case of a default under our debt instruments, American Tire will not be permitted to pay dividends to Holdings to fund cash interest payments on or mandatory redemptions of Holdings senior discount notes the Holdings senior discount notes are structurally subordinated to the debt and liabilities of Holdings’ subsidiaries, including American Tire, and are effectively subordinated to any of Holdings’ future secured debt.

Holdings is a holding company that has no operations of its own and derives all of its revenues and cash flow from its subsidiaries. Holdings’ subsidiaries are separate and distinct legal entities and have no obligation,

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contingent or otherwise, to pay amounts due under the Holdings senior discount notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments. American Tire’s ability to generate sufficient cash from operations to make distributions to Holdings will depend upon its future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. In addition, American Tire’s ability to make distributions to Holdings is subject to restrictions in its various debt instruments. For example, the indentures governing the fixed rate notes and floating rate notes permit payment of dividends to Holdings to satisfy its interest payments (beginning two years after issuance of the outstanding Holdings senior discount notes when such payments must be made in cash) and the mandatory redemption of Holdings senior discount notes in 2010, as well as any required payments on the Series B preferred stock, but only if there is no default or event of default under the applicable indenture at such time. The indentures otherwise limit the amount of “restricted payments,” including dividends, that American Tire can make to an amount generally equal to 50% of its net income (as defined), subject to satisfaction of certain other tests and certain exceptions. Our amended and restated credit facility only permits dividends to Holdings to fund interest so long as American Tire is in compliance with all covenants and not in default under the credit agreement. As described above, our ability to generate net income will depend upon various factors that may be beyond our control. Our interest expense will increase as a result of the acquisition and related transactions and, because a substantial portion of our debt bears variable rates of interest, our interest expense could increase further in the future. American Tire may not generate sufficient cash flow from operations or be permitted by the terms of our debt instruments to pay dividends or distributions to Holdings in amounts sufficient to allow it to pay cash interest on the parent company notes. If Holdings is unable to meet its debt service obligations, it could attempt to restructure or refinance its indebtedness or seek additional equity capital. We cannot assure you that Holdings will be able to accomplish these actions on satisfactory terms, if at all. A default under the Holdings senior discount notes could result in an acceleration of all outstanding loans under our amended and restated senior credit facility which, in turn, would trigger a cross-default under the notes.

The Holdings senior discount notes are structurally subordinated to all debt and liabilities, including trade payables, of Holdings’ subsidiaries, including American Tire. Holders of the Holdings senior discount notes are only entitled to participate with all other holders of Holdings’ indebtedness and liabilities in the assets of Holdings’ subsidiaries remaining after Holdings’ subsidiaries have paid all of their debt and liabilities. Holdings’ subsidiaries may not have sufficient funds or assets to permit payments to Holdings in amounts sufficient to permit Holdings to pay all or any portion of its indebtedness and other obligations, including its obligations on the Holdings senior discount notes. At January 1, 2005, on a pro forma basis Holdings’ subsidiaries had total debt of $475.3 million and $252.3 million of other liabilities excluding the deferred tax liability. On January 1, 2005, on a pro forma basis, Holdings’ subsidiaries would have had $129.5 million of additional borrowing capacity under its amended and restated credit facility of which $55.8 million is available to be drawn upon. The indentures and the amended and restated credit facility permit us and our subsidiaries to incur additional indebtedness, including secured indebtedness, and do not limit the ability of Holdings’ subsidiaries to incur other liabilities. See “Description of Other Indebtedness”, “Description of the Notes—Description of the Operating Company Notes” and “—Description of the Holdings Senior Discount Notes.” The Holdings senior discount notes is also structurally junior to our and Holdings’ secured debt including Holdings’ guarantee of the amended and restated credit facility, as holders of such secured debt have claims that are prior to claims of holders of the Holdings senior discount notes to the extent of the value of the assets securing that other debt. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us and Holdings, holders of secured debt will have a prior claim to the assets that constitute their collateral. We and Holdings are permitted to incur secured debt under the terms of our debt instruments subject to certain conditions.

Covenant restrictions under our debt may limit our ability to operate our business and, in such an event, we and Holdings may not have sufficient assets to pay amounts due to you on the notes.

The terms of the amended and restated credit facility, the notes indentures, and the other agreements governing our debt impose certain operating and financial restrictions on us that may restrict our ability to

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finance future operations, acquisitions or capital needs or to engage in other business activities. Such restrictions affect, and in many respects limit, among other things, our ability and the ability of our restricted subsidiaries to:

• incur additional debt;

• make certain investments and acquisitions;

• create liens on our assets;

• create restrictions on the payment of dividends or other amounts due;

• enter into transactions with affiliates;

• transfer or sell assets; and

• merge, consolidate or sell substantially all of our assets.

The amended and restated credit facility requires us to meet a fixed charge coverage ratio if we do not have at least $25.0 million available to be drawn down under the revolving credit facility. The restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise could restrict our corporate activities. Such restrictions could adversely affect our ability to finance our future operations and capital needs or to engage in other business activities that would be in our interest or the interest of the noteholders. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet that financial ratio or our other covenants. We cannot assure you that we will meet that test or that the lenders will waive any failure to meet that test. A breach of this covenant or our other covenants could result in an event of default under the amended and restated credit facility. In that event, the lenders under the amended and restated credit facility could terminate all commitments to lend and elect to declare all amounts borrowed thereunder, together with accrued interest, to be immediately due and payable. If we were unable to repay such borrowings, the lenders could proceed against the collateral pledged to them. If the debt under the amended and restated credit facility were to be accelerated, there can be no assurance that our assets would be sufficient to repay such debt and the notes in full. As a result, you may receive less than the full amount you would be otherwise entitled to receive on the notes. See “ Description of the Other Indebtedness,” “Description of the Notes—Description of the Operating Company Notes” and “—Description of the Holdings Senior Discount Notes” for additional information.

Fraudulent transfer statutes may limit your rights as a holder of the notes.

Federal and state fraudulent transfer laws permit a court, if it makes certain findings, to:

• avoid all or a portion of our obligations to holders of the notes;

• subordinate our obligations to holders of the notes to our other existing and future debt, entitling other creditors to be paid in full before any payment is made on the notes; and

• take other action detrimental to holders of the notes, including invalidating the notes.

In that event, we cannot assure you that you would ever be repaid.

Under federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that, at the time the notes were issued, we:

• issued the notes with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than fair consideration or reasonably equivalent value for incurring the debt represented by the notes; and

(1) were insolvent or were rendered insolvent by reason of the issuance of the notes;

(2) were engaged, or were about to engage, in a business or transaction for which our assets were unreasonably small; or

(3) intended to incur, or believed or should have believed we would incur, debts beyond our ability to pay as such debts mature.

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Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes. To the extent that proceeds of the offering of the outstanding notes was used to make payments to our former stockholders, a court could find that we did not receive fair consideration or reasonably equivalent value for the incurrence of the debt represented by the outstanding notes. If so, a court could find that we are not receiving fair consideration or reasonably equivalent value for the incurrence of the new notes for which the outstanding notes are being exchanged in the exchange offer.

The measure of insolvency for purposes of the foregoing considerations will vary depending on the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee, either:

• the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured.

We cannot assure you what standard a court would apply in determining our solvency and whether it would conclude that we were solvent when we incurred our obligations under the notes.

Our obligations under the floating rate notes and the fixed rate notes is guaranteed by all of America Tire’s existing domestic subsidiaries (other than immaterial subsidiaries), and the guarantees may also be subject to review under various laws for the protection of creditors. It is possible that creditors of the guarantors may challenge the guarantees as a fraudulent transfer or conveyance. The analysis set forth above would generally apply, except that the guarantees could also be subject to the claim that, because the guarantees were incurred for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor’s obligation under its guarantee, subordinate the guarantee to the other debt of a guarantor, direct that holders of the notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the notes. In addition, the liability of each guarantor under the indentures are limited to the amount that will result in its guarantee not constituting a fraudulent conveyance or improper corporate distribution, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor.

American Tire may not be able to make the change of control offer required by the indentures.

Upon a change of control, subject to certain conditions, American Tire will be required to make an offer to repurchase all outstanding floating rate notes and fixed rate notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The source of funds for that purchase of notes will be American Tire’s available cash or cash generated from its subsidiaries’ operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of floating rate notes and fixed rate notes tendered. In addition, the amended and restated credit facility limits our ability to repurchase floating rate notes and fixed rate notes and provides that certain change of control events will constitute an event of default thereunder. Our future debt agreements may contain similar restrictions and provisions. If the holders of the floating rate notes and fixed rate notes exercise their right to require American Tire to repurchase all of the floating rate notes and fixed rate notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the floating rate notes and fixed rate notes or that restrictions in our senior credit facilities and the indentures will not allow such repurchases. See “Description of the Notes—Description of the Operating Company Notes—Change of Control” and “Description of Other Indebtedness” for additional information.

Holdings may not be able to make the change of control offer required by the applicable indenture.

Upon a change of control, Holdings is required to offer to repurchase all outstanding Holdings senior discount notes at 101% of the accreted value thereof, plus accrued and unpaid interest (if after April 1, 2007)

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if any, to the date of repurchase. The source of funds for that purchase of notes will be Holdings’ available cash or cash generated from Holdings’ subsidiaries’ operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of Holdings senior discount notes tendered. Holdings does not have, and may not in the future have, any assets other than ownership interests in American Tire. As a result, Holdings’ ability to repurchase all or any part of the Holdings senior discount notes upon the occurrence of a change in control will be dependent upon the receipt of dividends or other distributions from Holdings’ direct and indirect subsidiaries. The amended and restated credit facility and the indentures governing our floating rate notes and fixed rate notes limit American Tire’s ability to pay dividends or make any other distributions to Holdings. If we and Holdings do not obtain the consent of the lenders under the amended and restated credit facility to permit the repurchase of the Holding senior discount notes, Holdings will likely not have the financial resources to purchase the Holdings senior discount notes upon the occurrence of a change of control and Holdings’ subsidiaries will be restricted by the terms of the amended and restated credit facility from paying dividends to Holdings or otherwise lending or distributing funds to Holdings for the purpose of such purchase. In any event, there can be no assurance that Holdings’ subsidiaries will have the resources available to pay such dividends or make any such distribution. Furthermore, the amended and restated credit facility provides that certain change of control events will constitute a default thereunder and the indentures governing the floating rate notes and the fixed rate notes provide that, in the event of a change of control, American Tire will be required to offer to repurchase its floating rate and fixed rate notes at the price specified therefor after such change of control and will not be permitted to distribute dividends to Holdings prior to consummation of such offer. Holdings’ failure to make a change of control offer when required or to purchase tendered notes when tendered would constitute an event of default under the Holdings senior discount notes. Our future debt agreements may contain similar restrictions and provisions. If the holders of the Holdings senior discount notes exercise their right to require Holdings to repurchase all of the Holdings senior discount notes upon a change of control, the financial effect of this repurchase could cause a default under American Tire’s other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the Holdings senior discount notes or that restrictions in the amended and restated credit facility or the indentures governing the floating rate notes and the fixed rate notes will not allow such repurchases. See “Description of Notes—Description of the Holdings Senior Discount Notes” and “Description of Other Indebtedness” for additional information.

Holders of Holdings senior discount notes are required to include original issue discount in their gross income for U.S. federal income tax purposes.

The new Holdings senior discount notes will be issued at a substantial discount from their principal amount at maturity. Although cash interest will not accrue on the Holdings senior discount notes prior to April 1, 2007, original issue discount (the difference between the stated redemption price at maturity and the issue price of the new notes) will accrue from the issue date of the new Holdings senior discount notes. Consequently, a U.S. holder of a new Holdings senior discount note will have ordinary income for tax purposes arising from such original issue discount on which it must pay tax regardless of whether cash is received in respect of such income. See “Certain U.S. Federal Income Tax Considerations—Taxation of U.S. Holders—Original Issue Discount on New Senior Discount Notes.” If a bankruptcy case is commenced by or against us under the United States Bankruptcy Code after the issuance of the new Holdings senior discount notes, the claim of a holder of any of the Holdings senior discount notes with respect to the principal amount thereof may be limited to an amount equal to the sum of: (x) the initial offering price allocable to the Holdings senior discount notes; and (y) that portion of the original issue discount which is not deemed to constitute “unmatured interest” for purposes of the Bankruptcy Code. Any original issue discount that was not amortized as of any such bankruptcy filing would likely constitute “unmatured interest.” Accordingly, holders of the Holdings senior discount notes under such circumstances may, even if sufficient funds are available, receive a lesser amount than they would be entitled to under the express terms of the related indenture. In addition, there can be no assurance that a bankruptcy court would compute the accrual of interest under the same rules as those used for the calculation of original issue discount under federal

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income tax law and, accordingly, a holder of Holdings senior discount notes might be required to recognize gain or loss in the event of a distribution related to such a bankruptcy case.

There is no established trading market for the notes that may make it difficult for you to sell or pledge your notes.

Prior to the offering of the notes, there was no public market for the notes. We cannot assure you that an active trading market will develop for the notes or that the holders of the notes will be able to sell their notes. In addition, future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, and the market for similar securities, which could cause the notes to trade at a price lower than their initial offering price. While the initial purchasers have advised us that they currently intend to make a market in the notes, they are not obligated to do so and any market making may be discontinued at any time without notice. If a market for the notes does not develop, you will not be able to resell your notes for an extended period of time, if at all. Moreover, if markets for the notes do develop in the future, we cannot assure you that these markets will continue indefinitely or that the notes can be sold at a price equal to or greater than their initial offering price. We do not intend to apply for listing of the notes on any securities exchange. See “Notice to Investors.”

The liquidity of, and trading market for, the notes may also be materially and adversely affected by declines in the market for high yield securities generally. Historically, the market for high yield securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. A decline or disruption in the high yield markets generally may materially and adversely affect the liquidity and price of the notes, independent of our financial performance and prospects.

You may have difficulty selling any outstanding notes that you do not exchange.

If you do not exchange your outstanding notes for the new notes offered in this exchange offer, you will continue to be subject to the restrictions on the transfer of your outstanding notes. Those transfer restrictions are described in the indentures governing the outstanding notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the outstanding notes under the Securities Act.

If a large number of outstanding notes are exchanged for new notes issued in the exchange offer, it may be more difficult for you to sell your outstanding notes. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to exchange your outstanding notes for registered notes or to have those outstanding notes registered under the Securities Act. See “The Exchange Offer—Consequences of Failure to Exchange Outstanding Notes” for a discussion of the possible consequences of failing to exchange your notes.

Risks Relating to Our Company

We depend on our relationships with our vendors and a disruption of these relationships or of our vendors’ operations could have an adverse effect on our business and results of operations.

There are a limited number of tire manufacturers worldwide and, accordingly, we rely on a limited number of tire manufacturers for our products, including flag and associate brands as well as our private label brands. Our business depends on developing and maintaining productive relationships with these vendors. In particular, we rely on Michelin and Goodyear, our top two suppliers, who supplied 37.7% and 19.7%, respectively, of the

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tires we sold in 2004. Although in most cases we have long term relationships with these manufacturers, our contracts with all but one of our suppliers are short term in nature, and there can be no assurance that these suppliers will continue to supply products to us on favorable terms, or at all. In addition, our growth strategy depends on our ability to make selective acquisitions. Our vendors may not be willing to supply the companies we acquire, which could have a material adverse effect on our business. Furthermore, in the event that any of our vendors were to experience financial, operational, production, supply, labor or quality assurance difficulties that resulted in a reduction or interruption in our supply, or if they otherwise failed to meet our manufacturing requirements, we could be materially adversely affected. In addition, our failure to promptly pay or order sufficient quantities from our vendors may result in an increase in the cost of the products we purchase or a reduction in cooperative advertising and marketing funds or may lead to vendors refusing to sell products to us at all. To the extent that we would be required to find replacements for our manufacturers, a change in manufacturers could result in cost increases, time delays in deliveries and a loss of customers, any of which could have a material adverse effect on us. Finally, although the majority of tires manufactured by the major tire manufacturers are sold to the replacement tire market, the manufacturers pay disproportionate attention to automobile companies that purchase tires for use as original equipment on vehicles sold to consumers. Increased demand from the automobile companies could also result in cost increases and time delays in deliveries from manufacturers to us, any of which could have a material adverse effect on us.

While the independent tire outlet share of the replacement tire market has been relatively stable in the recent past, the share of larger dealers has grown at the expense of smaller tire dealers. Our business would be adversely affected if the vendors determined that, due to the increasing size of such dealers, they could deal directly with such dealers.

Our business could be adversely affected by consolidation among customers as it may reduce our importance as a holder of sizable inventory, thereby reducing our revenues and earnings.

Our success has been dependent, in part, on the fragmented customer base in our industry. Because of the small size of most customers, they cannot support substantial inventory positions and thus we fill an important role as our size permits us to maintain a sizable inventory. We generally do not have long term contracts with our customers and they can cease doing business with us at any time. If a trend towards consolidation among customers develops in the future, it could reduce our importance and reduce our revenues, margins and earnings. While the independent tire outlet share of the replacement tire market has been relatively stable in the recent past, the share of larger dealers has grown at the expense of smaller tire dealers. If that trend continues, the number of dealers able to handle sizable inventory could increase, reducing the importance of distributors to the independent dealer market.

We would also be adversely affected if other channels in the replacement tire market, including mass merchandisers and wholesale clubs, gain market share from the independent tire outlet channel. Our market share in those other channels is lower, as these channels are generally sizable enough to deal directly with vendors.

The industry in which we operate is highly competitive, and our failure to effectively compete may adversely affect our results of operations and our ability to service our debt obligations.

The industry in which we operate is highly competitive, and some of our competitors have resources greater than ours. Tire manufacturers distribute tires to the retail market by direct shipments to independent tire outlets, national retail chains and manufacturer owned retail stores as well as through shipments to independent wholesale distributors. A number of independent wholesale tire distributors also compete in the regions in which we do business. Most of our customers buy products from our competitors and us. Although we believe that we have been able to compete successfully in our markets to date, there can be no assurance that we will be able to continue to do so in the future. See “Business—Competition.”

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The automotive replacement tire industry is subject to cycles in the general economy. A downturn in the economy could reduce consumer spending on our products which could decrease our net sales and operating margins.

A downturn in the economy may delay or reduce consumer purchases of our products and services or lead consumers to purchase more associate or private label brands and reduce spending on higher margin products, which could adversely affect our revenues, cash flow and profits. Sales in our industry declined in 2001 due in part to the recession as well as the effect of the Firestone recall in 2000, and sales in our industry have declined on an annual basis in prior recessions. A slowdown in economic activity could adversely affect our results. Many factors affect the level of consumer spending on replacement tires, including, among others, general business conditions, interest rates, gasoline prices, the availability of consumer credit and consumer confidence in future economic conditions. While the number of automobiles registered in the United States has steadily increased over time, should a reduction in the number of automobiles driven by automobile owners or a reduction in new car purchases occur, it would adversely affect the demand for our products.

Our business is subject to seasonal and other fluctuations that affect our cash flows which could affect our ability to service our debt during certain periods.

Demand for tires tends to fluctuate from quarter to quarter, with the highest demand generally from March through October of each calendar year and the lowest demand typically from November through February of each calendar year. In addition, the popularity, supply and demand for particular tire products may change from year to year based on consumer confidence, the volume of tires reaching the replacement tire market, the level of personal discretionary income and other factors. Local economic, weather, transportation and other conditions also affect the volume of tire sales, on both a wholesale and retail basis. Such fluctuations may adversely affect our cash flows and our ability to service our debt in certain periods.

We are currently implementing the migration of critical financial functions to a new computer system. If this transition is not successful, our business and operations could be disrupted and our operating results would be harmed.

We are currently implementing a three year conversion of our computer system to Oracle. We have already implemented the general ledger as well as a portion of the accounts payable and inventory functions on Oracle but still must transition other key functions. We cannot be sure that the transition will be fully implemented on a timely basis if at all. If we do not successfully implement this project, our operations may be disrupted and our operating results could be harmed. Even if the integration is completed on time, the new system may not operate as we expect it to. In addition, we may have to expend significant resources to find an alternative source for performing these functions and we cannot guarantee this would be accomplished in a timely manner or without significant additional disruption to our business.

If we experience problems with our fleet of trucks or are otherwise unable to make timely deliveries of our products to our customers, our business and reputation could be harmed.

We use a fleet of trucks to deliver our products to our customers, most of which are leased from third parties. We are subject to the risks associated with providing trucking services, including inclement weather, disruptions in the transportation infrastructure, disruptions in our lease arrangements, availability and price of fuel, and liabilities arising from accidents to the extent we are not covered by insurance. Our failure to deliver tires and other products in a timely and accurate manner could harm our reputation and brand, which could have an adverse effect on our business.

Our business could be adversely affected by the current high price of fuel and any further increases in the price of fuel.

Both the industry in which we operate and our distribution methods are affected by the availability and price of fuel. Because we use a fleet of trucks to deliver tires and other products to our customers, the current high price of fuel or any further increases in the price of fuel may cause us to incur increased costs in operating our fleet, which may have an adverse effect on our business, financial condition and results of operations.

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Our growth strategy of identifying and consummating acquisitions and expanding our services into new regions entails integration, financing and other risks, including expenditures associated with developing a distribution infrastructure with new distribution centers and routes.

As part of our business strategy, we have expanded, and intend to expand, our operations through selective acquisitions. This growth strategy entails risks inherent in identifying desirable acquisition candidates, in integrating the operations of acquired businesses into our existing operations and risks relating to potential unknown liabilities associated with acquired businesses. In addition, we may not be able to finance a desirable acquisition or to pay as much as our competitors because of our leveraged financial condition, restrictions under the instruments governing our debt or general economic conditions.

In connection with future acquisitions, we may assume the liabilities of the companies we acquire. These liabilities could materially and adversely affect our business. Difficulties that we may encounter in integrating the operations of acquired businesses could also have a material adverse effect on our results of operations and financial condition. Moreover, we may not realize any of the anticipated benefits of an acquisition and integration costs may exceed anticipated amounts. While our most recent acquisitions have been successfully integrated to-date, our prior management experienced significant difficulties in integrating an acquisition several years ago. Difficulties with that entity, as well as problems with an information technology upgrade, led to the restructuring of our debt in 2002 described elsewhere in this prospectus.

The launch of our distribution services into new regions will require expenditures to develop a distribution infrastructure, including new distribution centers and routes, and we generally do not expect to achieve profitability from new regions for a period of time. We may also face competition from existing distributors in those regions that could reduce the benefits we anticipate from such expansion.

We could be subject to product liability, personal injury or other litigation claims which could have an adverse effect on our business, financial condition and results of operations.

Purchasers of our products, or their employees or customers, could be injured or suffer property damage from exposure to, or defects in, products we sell or distribute, or have sold or distributed in the past, and we could be subject to claims, including product liability or personal injury claims and claims due to injuries caused by our truck drivers. These claims may not be covered by insurance and vendors may be unwilling or unable to satisfy their indemnification obligations to us with respect to these claims. As a result, the defense, settlement or successful assertion of any future product liability, personal injury or other litigation claims could cause us to incur significant costs and could have an adverse effect on our business, financial condition, results of operations or cash flows.

Loss of key personnel and/or failure to attract and retain highly qualified personnel could make it more difficult for us to generate cash flow from operations and service our debt.

We are dependent on the continued services of our senior management team. We may not be able to retain our existing senior management, fill new positions or vacancies created by expansion or turnover or attract additional senior management personnel. We believe the loss of such key personnel could adversely affect our financial performance. In addition, our ability to manage our anticipated growth will depend on our ability to identify, hire and retain qualified management personnel. We cannot assure you that we can attract and retain sufficient qualified personnel to meet our business needs. See “Management—Directors and Executive Officers.”

The interests of our controlling shareholder may be in conflict with your interests as a holder of notes.

Investcorp and its co-investors own securities of our parent, representing a majority of the voting power of its common stock and have the ability to elect a majority of our board of directors and generally to control our affairs and policies. Circumstances may occur in which the interests of our controlling shareholders could be in conflict with the interests of the holders of the notes. For example, our controlling shareholders may have an

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interest in pursuing transactions that, in their judgment, enhance the value of their equity investment in our company, even though those transactions may involve risks to you as a holder of the notes. See “Security Ownership and Certain Beneficial Owners” and “Certain Relationships and Related Transactions.”

Our business strategy relies increasingly upon online commerce and we may not be able to adapt to rapid technological change.

Customers’ access to our website directly affects the volume of orders we fulfill and thus affects our revenues. Approximately 36.0% of our orders in 2004 were placed online, up from 7.0% in 2001. We expect our internet generated business to continue to grow as a percentage of overall sales. Technology in the online commerce industry changes rapidly. Customer functionality requirements and preferences also change. Competitors often introduce new products and services with new technologies, all of which could render our existing website and proprietary technology obsolete. To succeed, we must continually enhance website responsiveness, functionality and features, acquire and license leading technologies, enhance our existing services and respond to technological advances and emerging industry standards and practices on a cost effective and timely basis. If we do not adapt quickly enough to changing customer requirements and industry standards, there could be a decline in online orders and a decrease in net sales.

If we are not able to adequately implement the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and are the subject of sanctions or investigation, our results of operations and our ability to provide timely and reliable financial information may be adversely affected.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related regulations implemented by the SEC and the Public Company Accounting Oversight Board, or PCAOB, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. We will be evaluating our internal control over financial reporting to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which we are required to comply within our annual report which we will file in 2007 for our 2006 fiscal year. As a result, we expect to incur substantial additional expenses and diversion of management’s time. While we anticipate being able to fully implement the requirements relating to internal controls and all other aspects of Section 404 by our deadline, we cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations since there is presently no precedent available by which to measure compliance adequacy. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities such as the SEC or the PCAOB. Any such action could adversely affect our financial results or investors’ confidence in our company and could cause the price of our securities to fall. In addition, if we fail to develop and maintain effective controls and procedures, we may be unable to provide the financial information in a timely and reliable manner.

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NOTICE TO INVESTORS

The notes described in this prospectus have not been recommended by or approved by the Securities and Exchange Commission, or the SEC, or any other federal or state securities commission or regulatory authority, nor has the SEC or any such state securities commission or authority passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

You should not construe the contents of this prospectus as investment, legal or tax advice. You should consult your counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the notes. We are not making any representation to you regarding the legality of an investment in the notes by you under appropriate legal investment or similar laws.

In making an investment decision regarding the notes offered by this prospectus, you must rely on your own examination of our company and the terms of this exchange offer, including, without limitation, the merits and risks involved. This exchange offer is being made on the basis of this prospectus.

The information contained in this prospectus has been furnished by us and other sources we believe to be reliable. This prospectus contains summaries, believed to be accurate, of some of the terms of specific documents, but reference is made to the actual documents, copies of which will be made available upon request, for the complete information contained in those documents.

No person is authorized in connection with any exchange offer made by this prospectus to give any information or to make any representation not contained in this prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by us. The information contained in this prospectus is as of the date hereof and subject to change, completion or amendment without notice. Neither the delivery of this prospectus at any time nor any subsequent commitment to enter into any financing shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or in our affairs since the date of this prospectus.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans, future industry growth and objectives of management for future operations, are forward looking statements. In addition, forward looking statements generally can be identified by the use of forward looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in these forward looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations, or “cautionary statements,” are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward looking statements included in this prospectus. All subsequent written and oral forward looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

Any forward looking statements that we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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INDUSTRY AND MARKET DATA

Some of the market and industry data contained in this offering memorandum are based on independent industry publications or other publicly available information, while other information is based on internal company sources. Although we believe that these independent sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently verified, and neither the initial purchasers nor we can assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market industry data contained in this offering memorandum, and beliefs and estimates based on such data, may not be reliable. Unless otherwise indicated, all industry data contained in this offering memorandum was taken from Modern Tire Dealer and Tire Business.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

When we sold the outstanding notes, we entered into a registration rights agreement with the initial purchasers of those notes. Under the registration rights agreement, we agreed to use commercially reasonable efforts to file by July 29, 2005 a registration statement for the exchange of the outstanding notes for new notes registered under the Securities Act. This prospectus is a part of the registration statement we have filed to satisfy our obligation. We also agreed to use commercially reasonable efforts to cause this registration statement to be declared effective by the SEC by October 27, 2005. We also agreed to keep this registration statement effective continuously for a period of not less than the minimum period required under applicable law. Under certain limited circumstances, we have also agreed to file a shelf registration statement to cover resales of the outstanding notes. If we are obligated to file a shelf registration statement, we have agreed to use commercially reasonable efforts to file the shelf registration statement on or prior to 120 days after such filing obligation arises and use commercially reasonable efforts to cause the shelf registration statement to be declared effective on or prior to 210 days after such filing obligation arises. The registration rights agreement provides that Holdings or American Tire, as applicable, are required to pay additional interest to the holders of the outstanding notes whose notes are subject to transfer restrictions if any of the following events of registration default occur:

(1) Holdings or American Tire fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or

(2) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

(3) unless the exchange offer shall not be permissible under applicable law or SEC policy, Holdings or American Tire fail to consummate the exchange offers (except with respect to Non-Eligible Notes) within 30 business days of the effectiveness target date with respect to the registration statement of which this prospectus is a part; or

(4) the shelf registration statement or the registration statement of which this prospectus is a part is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of notes during the periods specified in the registration rights agreement, except for suspensions during “blackout periods” as set forth in the registration rights agreement

(each such event referred to in clauses (1) through (4) above, a “Registration Default”). Upon any Registration Default, the interest rate borne by the outstanding notes of each series affected thereby shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum.

All accrued additional interest will be paid by the Issuer on each interest payment date to the holder of the outstanding global note by wire transfer of immediately available funds or by federal funds check and to holders of certificated outstanding notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

A copy of the registration rights agreement is filed as an exhibit to the registration statement.

Each broker-dealer that receives new notes for its own account in exchange for the outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other

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trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

Terms of the Exchange Offer

This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Subject to the terms and conditions in this prospectus and the letter of transmittal, we will accept for exchange outstanding notes which are properly tendered on or before the expiration date and are not withdrawn as permitted below. The expiration date for this exchange offer is 5:00 p.m., New York City time, on                     , 2005, or such later date and time to which we, in our sole discretion, extend the exchange offer.

The form and terms of the new notes being issued in the exchange offer are the same as the form and terms of the outstanding notes, except that the new notes being issued in the exchange offer:

• will have been registered under the Securities Act;

• will not bear the restrictive legends restricting their transfer under the Securities Act; and

• will not contain the registration rights and additional interest provisions contained in the outstanding notes.

Notes tendered in the exchange offer must be in denominations of the principal amount of $1,000 and any integral multiple of $1,000.

We expressly reserve the right, in our sole discretion:

• to extend the expiration date;

• to delay accepting any outstanding notes;

• if any of the conditions set forth below under “—Conditions to the Exchange Offer” has not been satisfied, to terminate the exchange offer and not accept any outstanding notes for exchange; and

• to amend the exchange offer in any manner.

We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

During an extension, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any outstanding notes not accepted for exchange during the extension for any reason will be returned without cost to the holder that tendered them promptly after the expiration or termination of the exchange offer.

Exchange Offer Procedures

When a holder of outstanding notes tenders and we accept outstanding notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of outstanding notes who wishes to tender outstanding notes for exchange must, on or prior to the expiration date:

(1) transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to Wachovia Bank, National Association, the exchange agent, at the address set forth below under the heading “—The Exchange Agent;” or

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(2) if outstanding notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent’s message to the exchange agent at the address set forth below under the heading “—The Exchange Agent.”

In addition, one of the following must occur on or prior to the expiration date:

(1) the exchange agent must receive the certificates for the outstanding notes and the letter of transmittal;

(2) the exchange agent must receive a timely confirmation of the book-entry transfer of the outstanding notes being tendered into the exchange agent’s account at the Depository Trust Company, or DTC, along with the letter of transmittal or an agent’s message; or

(3) the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, referred to as a “book-entry confirmation,” which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

The method of delivery of the outstanding notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or notes should be sent directly to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

(1) by a holder of outstanding notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

(2) for the account of an eligible institution.

An “eligible institution” is a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution. If outstanding notes are registered in the name of a person other than the signer of the letter of transmittal, the outstanding notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of outstanding notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

(1) reject any and all tenders of any outstanding note improperly tendered;

(2) refuse to accept any outstanding note if, in our judgment or the judgment of our counsel, acceptance of the outstanding note may be deemed unlawful;

(3) waive any defects or irregularities as to any particular outstanding note either before or after the expiration date; and

(4) waive any conditions of the exchange offer before the expiration date, including the right to waive the ineligibility of any class of holders that seek outstanding notes in the exchange offer.

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If such waiver described above constitutes a material change, such waiver must occur 5 business days prior to the expiration of the offer.

Our interpretation of the terms and conditions of the exchange offer as to any particular notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of us incur any liability for failure to give such notification.

If a person or persons other than the registered holder or holders of the outstanding notes tendered for exchange signs the letter of transmittal, the tendered outstanding notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the outstanding notes.

If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any notes or any power of attorney, such persons should so indicate when signing, and you must submit proper evidence satisfactory to us of such person’s authority to so act unless we waive this requirement.

By tendering, each holder will represent to us that, among other things, the person acquiring new notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder, and that neither the holder nor such other person has any arrangement or understanding with any person to participate in the distribution of the new notes. If any holder or any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of our company, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the new notes, such holder or any such other person:

(1) may not rely on the applicable interpretations of the staff of the SEC; and

(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for the outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

Acceptance of Outstanding Notes for Exchange; Delivery of New Notes Issued in the Exchange Offer

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered and will issue new notes registered under the Securities Act. For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See “—Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any notes for exchange.

For each outstanding note accepted for exchange, the holder will receive a new note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered outstanding note. Accordingly, registered holders of new notes that are outstanding on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the issue date of the outstanding notes, or, if interest has been paid, the most recent date to which interest has been paid. Outstanding notes that we accept for exchange will cease to accrue interest from and after the date of consummation of the exchange offer.

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In all cases, we will issue new notes in the exchange offer for outstanding notes that are accepted for exchange only after the exchange agent timely receives:

(1) certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC;

(2) a properly completed and duly executed letter of transmittal or an agent’s message; and

(3) all other required documents.

If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered outstanding notes, or if a holder submits outstanding notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or non-exchanged outstanding notes without cost to the tendering holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged outstanding notes will be credited to an account maintained with DTC. We will return the outstanding notes or have them credited to DTC promptly after the expiration or termination of the exchange offer.

Book-Entry Transfers

The exchange agent will make a request to establish an account at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s system must make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Such participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify such acceptance, execute a book-entry transfer of the tendered outstanding notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from such participant that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of new notes issued in the exchange offer may be effected through book-entry transfer at DTC as applicable. However, the letter of transmittal or facsimile thereof or an agent’s message, with any required signature guarantees and any other required documents, must:

(1) be transmitted to and received by the exchange agent at the address set forth below

under “—Exchange Agent” on or prior to the expiration date; or

(2) comply with the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If a holder of outstanding notes desires to tender such notes and the holder’s notes are not immediately available, or time will not permit such holder’s outstanding notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

(1) the holder tenders the outstanding notes through an eligible institution;

(2) prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form we have provided, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the outstanding notes being tendered and the amount of the outstanding notes being tendered. The notice of guaranteed delivery will state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

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(3) the exchange agent receives the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

You may withdraw tenders of your outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you must send via telegram, telex, facsimile or transmission letter, a written notice of withdrawal to the exchange agent at one of the addresses set forth below under “—Exchange Agent.” Any such notice of withdrawal must:

(1) specify the name of the person having tendered the outstanding notes to be withdrawn;

(2) include a statement that the holder of the outstanding notes is withdrawing such holder’s election to have such outstanding notes exchanged;

(3) identify the outstanding notes to be withdrawn, including the principal amount of such outstanding notes; and

(4) where certificates for outstanding notes are transmitted, specify the name in which outstanding notes are registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices and our determination will be final and binding on all parties. Any tendered outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder of those notes without cost to the holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC, the outstanding notes withdrawn will be credited to an account maintained with DTC for the outstanding notes. The outstanding notes will be returned or credited to this account promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn notes may be retendered by following one of the procedures described under “—Exchange Offer Procedures” above at anytime on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

We are not required to accept for exchange, or to issue new notes in the exchange offer for, any outstanding notes. We may terminate or amend the exchange offer at any time before the acceptance of outstanding notes for exchange if:

(1) any federal law, statute, rule or regulation is adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

(2) any stop order is threatened or is in effect with respect to either (i) the registration statement of which this prospectus constitutes a part or (ii) the qualification of the indentures under the Trust Indenture Act of 1939, as amended;

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(3) there is a change in the current interpretation by staff of the SEC which permits the new notes issued in the exchange offer in exchange for the outstanding notes to be offered for resale, resold and otherwise transferred by such holders, other than broker-dealers and any such holder which is an “affiliate” of our company within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes acquired in the exchange offer are acquired in the ordinary course of such holder’s business and such holder has no arrangement or understanding with any person to participate in the distribution of the new notes;

(4) there is a general suspension of or general limitation on prices for, or trading in, securities on any national exchange or in the over-the-counter market;

(5) any governmental agency creates limits that adversely affect our ability to complete the exchange offer;

(6) there is any declaration of war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or the worsening of any such condition that existed at the time that we commence the exchange offer;

(7) there is a change or a development involving a prospective change in our business, properties, assets, liabilities, financial condition, operations or results of operations taken as a whole, that is or may be adverse to us; or

(8) we become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the outstanding notes or the new notes to be issued in the exchange offer.

The preceding conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any such condition. We may waive the preceding conditions in whole or in part at any time and from time to time in our sole discretion. If we do so, the exchange offer will remain open for at least five business days following any waiver of the preceding conditions. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which we may assert at any time and from time to time.

The Exchange Agent

Wachovia Bank, National Association has been appointed as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to our exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

Main Delivery To:

Wachovia Bank, National Association

By mail, hand delivery or overnight courier:

Attention: Marsha Rice

Wachovia Bank, National Association

Corporate Actions – NC1153

1525 West W.T. Harris Blvd., 3C3

Charlotte, NC 28262-8522

By facsimile transmission:

(for eligible institutions only)

(704) 590-7628

Confirm by telephone:

(704) 590-7413

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery of such letter of transmittal.

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Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses. We will pay the cash expenses to be incurred in connection with the exchange offer, including:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees;

• printing fees; and

• related fees and expenses.

Transfer Taxes

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay any of these transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, these taxes is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Outstanding Notes

Holders who desire to tender their outstanding notes in exchange for new notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange.

Outstanding notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indentures, regarding the transfer and exchange of the outstanding notes and the existing restrictions on transfer set forth in the legend on the outstanding notes and in the offering memorandum dated March 31, 2005, relating to the outstanding notes. Except in limited circumstances with respect to specific types of holders of outstanding notes as described in the offering memorandum we will have no further obligation to provide for the registration under the Securities Act of such outstanding notes. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the outstanding notes under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the outstanding notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

Holders of the new notes and any outstanding notes which remain outstanding after consummation of the exchange offer, for each of the floating rate notes, fixed rate notes and senior discount notes, will vote together as a single class, respectively, for purposes of determining whether holders of the requisite percentage of each class have taken certain actions or exercised certain rights under the indentures. See “Description of the Notes.”

Consequences of Exchanging Outstanding Notes

Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the new notes may be offered for resale, resold or otherwise transferred by holders of those new notes, other

40

than by any holder which is our “affiliate” within the meaning of Rule 405 under the Securities Act. The new notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

(1) the new notes issued in the exchange offer are acquired in the ordinary course of the holder’s business; and

(2) the holder, other than broker-dealers, has no arrangement or understanding with any person to participate in the distribution of the new notes issued in the exchange offer.

However, the SEC has not considered the exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in such other circumstances.

Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:

(1) it is not an affiliate of ours;

(2) it is not engaged in, and does not intend to engage in, a distribution of the notes issued in the exchange offer and has no arrangement or understanding to participate in a distribution of notes issued in the exchange offer;

(3) it is acquiring the new notes issued in the exchange offer in the ordinary course of its business; and

(4) it is not acting on behalf of a person who could not make representations (1)-(3).

Each broker-dealer that receives new notes for its own account in exchange for outstanding notes must acknowledge that:

(1) such outstanding notes were acquired by such broker-dealer as a result of market-making or other trading activities; and

(2) it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of new notes issued in the exchange offer.

Furthermore, any broker-dealer that acquired any of its outstanding notes directly from us:

(1) may not rely on the applicable interpretation of the SEC staff’s position contained in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989), Morgan, Stanley & Co., Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993); and

(2) must also be named as a selling holder of the new notes in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

In addition, to comply with state securities laws of certain jurisdictions, the new notes issued in the exchange offer may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the new notes. We have agreed in the registration rights agreement that, prior to any public offering of transfer restricted notes, we will register or qualify or cooperate with the holders of the new notes and their respective counsel in connection with the registration or qualification of the notes for offer and sale under the securities laws of those states as any holder of the notes reasonably requests in writing. Unless a holder requests, we currently do not intend to register or qualify the sale of the new notes in any state where an exemption from registration or qualification is required and not available.

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USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes as contemplated in this prospectus, we will receive in exchange outstanding notes in like principal amount. We will cancel all outstanding notes exchanged for new notes in the exchange offer.

Historical Use of Proceeds

The net proceeds from the offering of the notes ($315.5 million after deducting the initial purchasers’ discount and fees and expenses of the offering), together with borrowings under the amended and restated credit facility and proceeds of capital contributions from Holdings were used to consummate the acquisition, to repay certain of American Tire’s existing debt and to pay fees and expenses in connection with the acquisition and related transactions.

Assuming the transaction had been completed on January 1, 2005, the following table sets forth the cash sources and uses of funds, including the application of the proceeds as described in “The Acquisition—Financing the Acquisition” (dollars in millions):

Sources of Funds
Amended and restated credit facility (1)	$	170.5
Outstanding floating rate notes and fixed rate notes		290.0
Outstanding holdings senior discount notes		40.0
Capital lease obligations (2)		14.8
8% cumulative mandatorily redeemable preferred stock (3)		20.0
Series B preferred stock (3)		4.0
Equity contribution (4)		218.0
Total Sources of Funds	$	757.3

Uses of Funds
Merger consideration (5)	$	459.7
Rollover of existing debt
Current portion of long-term debt		1.7
Long-term portion of existing credit facility and other long-term debt		188.8
Accrued interest (6)		1.5
Series A preferred stock (7)		5.5
Series B preferred stock (7)		4.0
Funding of Series D senior notes		28.6
Estimated prepayment penalty on Series D senior notes (8)		1.0
Capital lease obligations (2)		14.8
Transaction bonuses and change in control payments (9)		7.7
Fees and expenses (10)		44.0
Total Uses of Funds	$	757.3

(1) In connection with the acquisition and related transactions, American Tire entered into the amended and restated credit facility, which consists of a five-year $300.0 million revolving credit facility, $155.7 million of which was drawn down at closing.

(2) In connection with the acquisition and related transactions, capital lease obligations of $14.8 million remain outstanding, of which $0.7 million is a current liability and $14.1 million is long-term.

(3) Amounts represent gross proceeds from the issuance by Holdings of 8% cumulative mandatorily redeemable preferred stock of $20.0 million and the issuance of Series B preferred stock by Holdings for $4.0 million related to the cancellation of our existing Series B preferred stock.

(4) The equity consisted of $210.0 million of gross proceeds from the sale of common stock of Holdings, which was comprised of the contribution by Investcorp, its co-investors and the co-sponsors, and management’s equity in Holdings of $8.0 million.

(5) Assuming the acquisition and related transactions had occurred as of January 1, 2005, the merger consideration would have been as follows (dollars in millions):

Aggregate enterprise value	$	710.0
Less:
Rollover of existing debt, net of cash		188.7
Funding of Series D senior notes		29.6
Redemption of Series A preferred stock		5.5
Capital lease obligations		14.8
Exchange of Series B preferred stock		4.0
Transaction bonuses and change in control payment		7.7
Merger consideration	$	459.7

(6) Reflects the payment of accrued interest on existing debt as of January 1, 2005.

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(7) In connection with the acquisition and related transactions American Tire redeemed the existing Series A preferred stock of $5.5 million and exchanged the Series B preferred stock of $4.0 million for new securities of Holdings (see (3) above).

(8) Represents the prepayment penalty relating to the redemption of American Tire’s Series D senior notes that would have been payable if the transaction had been completed on January 1, 2005. We expect that the actual prepayment penalty will be approximately $0.5 million upon the expected redemption in May 2005.

(9) In connection with the acquisition and related transactions, we funded transaction bonuses and other related change in control payments of $7.7 million of which $2.4 million has been accrued on the balance sheet as of January 1, 2005.

(10) Reflects the buyers’ transaction fees associated with the acquisition and related transactions as follows (dollars in millions):

Deferred financing costs at American Tire (i)	$	16.8
Direct acquisition costs at American Tire (ii)		17.9
Prepayment of annual management fees (iii)		8.0
American Tire transaction fees and expenses		42.7
Deferred financing costs at Holdings (iv)		1.3
Total transaction fees and expenses	$	44.0

(i) Reflects capitalized deferred financing fees associated with entering into the amended and restated credit agreement, and the outstanding floating rate notes and fixed rate notes, incurred in connection with the acquisition and related transactions, including fees payable to the initial purchasers in connection with the offering and commitment and financing fees payable in connection with our amended and restated credit facility. These fees are amortized over the life of the related debt.

(ii) Reflects the direct acquisition costs included in the total cost of the acquisition and related transactions. These direct acquisition costs include investment banking, legal, accounting, and other fees for professional services in connection with the acquisition and related transaction, including transaction and commitment fees payable to one or more of Investcorp and its co-sponsors (or their respective affiliates).

(iii) Reflects the payment of management advisory fees paid to one or more of Investcorp and its co-sponsors (or their respective affiliates) at closing for services to be rendered over a period of five years following closing. This payment will be deferred and amortized pursuant to the terms of the agreement and on a basis consistent with the service provided.

(iv) Reflects capitalized deferred financing fees associated with the outstanding Holdings senior discount notes of $0.7 million and the deferred financing fees associated with the 8% cumulative mandatorily redeemable preferred stock issuance of Holdings of $0.6 million.

For more information, see “Unaudited Pro Forma Condensed Consolidated Financial Data” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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THE ACQUISITION

The Merger

On February 4, 2005, Holdings entered into a merger agreement with American Tire which was amended and restated on March 7, 2005. Pursuant to the merger agreement, and in exchange for an aggregate purchase price of $710.0 million, less the amount of American Tire’s net debt at January 1, 2005 and certain dividends payable to holders of American Tire preferred stock, its transaction expenses and certain payments to American Tire’s management, ATD MergerSub, a subsidiary of Holdings, merged into American Tire. In connection with the merger, all of American Tire’s existing redeemable preferred stock was either redeemed or exchanged for redeemable preferred stock of Holdings and each holder of shares of American Tire’s common stock was entitled to receive a portion of the merger consideration. To the extent that any existing holder of options or warrants to acquire shares of American Tire’s common stock did not exercise such options or warrants prior to the effective time of the merger, American Tire paid such holder an amount in cash equal to the per share consideration less the exercise price of such option or warrant in complete satisfaction of the option or warrant. American Tire continued as the surviving corporation with Holdings as its sole stockholder.

The merger agreement contains customary provisions for such agreements, including representations and warranties made by us and the purchasers. The merger agreement did not contemplate any closing or post closing balance sheet adjustment and did not provide for any post closing indemnity by the sellers.

The Related Transactions

On March 31, 2005, the date of the closing under the merger agreement, the following related transactions occurred:

• Investcorp S.A., certain co-investors and members of management contributed $238.0 million to the equity of Holdings through the purchase of common and 8% cumulative mandatorily redeemable preferred stock of Holdings;

• Holdings issued $4.0 million of Series B preferred stock in exchange for American Tire’s existing Series B preferred stock, which was subsequently canceled;

• American Tire amended and restated its credit facility, which consisted of a $300.0 million revolving credit facility pursuant to which it had $155.7 million of outstanding loans on the closing date;

• American Tire redeemed its Series A preferred stock and holders of its Series C and D preferred stock received merger consideration on a common stock equivalent basis;

• American Tire issued $290.0 million in aggregate principal amount of the outstanding floating rate notes and the fixed rate notes. Holdings issued $51.5 million in aggregate principal amount at maturity of the outstanding Holdings senior discount notes, which were offered at a substantial discount from their principal amount at maturity and generated gross proceeds of approximately $40.0 million. The total gross proceeds of the outstanding notes was $330.0 million;

• American Tire sent irrevocable notice of redemption to redeem the $28.6 million outstanding principal amount of our Series D 10% senior notes due 2008 on May 15, 2005 at a price equal to $29.1 million, reflecting the expected prepayment penalty of approximately $0.5 million upon redemption, plus accrued interest through the redemption date; the Series D senior notes were discharged at closing; and

• We paid fees and expenses in connection with the foregoing.

The proceeds from the equity contributions, the outstanding notes, and the borrowings under the amended and restated credit facility were used to effect the merger, to repay certain of American Tire’s existing debt and to pay related fees and expenses and other amounts payable under the merger agreement. We refer to these equity contributions, the notes offered hereby, the borrowings under the amended and restated credit facility and the application of the use of proceeds, collectively, as the acquisition and related transactions.

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CAPITALIZATION

The following table sets forth, as of January 1, 2005, our capitalization on an actual basis and Pro Forma to reflect the net effect of the acquisition and related transactions and consummation of the exchange offer. For more information, see “The Acquisition” and “Use of Proceeds.”

This table should be read in conjunction with “Offering Memorandum Summary—Summary Consolidated Historical and Unaudited Pro Forma Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Consolidated Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this offering memorandum.

	As of January 1, 2005
	Actual		American Tire		Holdings
			Pro Forma (unaudited)		Pro Forma (unaudited)
	(dollars in millions)
Debt:
Existing credit facility and other long-term debt	$	190.5	$	—	$	—
Series D senior notes due 2008 (1)		28.6		—		—
Capital lease obligations		14.8		14.8		14.8
Amended and restated credit facility (2)		—		170.5		170.5
Floating rate notes and fixed rate notes		—		290.0		290.0
Holdings senior discount notes		—		—		40.0
Total debt		233.9		475.3		515.3
Series A preferred stock		5.5		—		—
Series B preferred stock		4.0		—		4.0
8% cumulative mandatorily redeemable preferred stock		—		—		20.0
Total stockholders’ equity		57.8		280.7		218.0
Total capitalization	$	301.2	$	756.0	$	757.3

(1) The pro forma amounts do not reflect the liabilities associated with the Series D senior notes. Upon closing of the acquisition and related transactions, we called the Series D senior notes for redemption on May 15, 2005 and pursuant to the discharge provisions of the related indenture, irrevocably deposited with the trustee for such notes the amount necessary to retire the Series D senior notes on the redemption date, including interest accruing through the redemption date, the prepayment premium and any other costs required to discharge the obligations. While this deposit does not meet the provisions of Statement of Financial Accounting Standards No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” as an extinguishment of debt, these obligations and the related indenture were defeased at the time of the acquisition and related transactions and will be retired on May 15, 2005 and, thus, will not be ongoing obligations of the company.

(2) As part of the acquisition and related transactions, American Tire borrowed $170.5 million in revolving loans under the amended and restated credit facility. Immediately following the acquisition and related transactions, approximately $7.0 million of revolver commitments was used as credit support in the form of letters of credit. Approximately $55.8 million is available for additional borrowings under the revolving credit facility under the amended and restated credit agreement, subject to satisfaction of customary borrowing conditions, including a borrowing base.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements have been derived by applying the impact of the acquisitions of Big State and Target Tire by American Tire and the acquisition of American Tire by Holdings and the related transactions referred to as the “acquisition and related transactions,” to American Tire’s historical consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated balance sheet as of January 1, 2005 gives effect to the acquisition and related transactions as if they occurred on January 1, 2005. The unaudited pro forma condensed consolidated statement of operations for fiscal year 2004 gives effect to the acquisitions of Big State and Target Tire and the acquisition and related transactions as if they had occurred on December 28, 2003, the first day of our fiscal year 2004.

The unaudited pro forma condensed consolidated financial statements have been prepared giving effect to the acquisition and related transactions, which have been accounted for using the purchase method of accounting in accordance with the Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations.” Under the purchase method of accounting, the total purchase price of the acquisition and related transactions, including related fees and expenses (i.e. total acquisition consideration), were allocated to our assets and liabilities based upon management’s preliminary estimates of fair value. Since the acquisition of Big State and Target Tire occurred prior to January 1, 2005, this allocation and these unaudited pro forma condensed consolidated financial statements give effect to the purchase accounting impacts of those acquisitions.

The unaudited pro forma condensed consolidated financial statements and related notes are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the transactions described above had occurred on December 28, 2003 nor is it necessarily indicative of future operating results or financial position. Actual results could differ. The unaudited pro forma adjustments are based upon information and assumptions available at the time of the preparation of this document that we believe are reasonable under the circumstances. We cannot assure you that the assumptions used in the preparation of the unaudited pro forma condensed consolidated financial information will prove to be correct.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the accompanying notes thereto, and with the information contained in “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and related notes thereto included elsewhere in this prospectus.

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

	As of January 1, 2005
	American Tire Historical			American Tire Pro Forma Adjustments (1) (unaudited)			American Tire Pro Forma (unaudited)		Holdings Pro Forma Adjustments(1) (unaudited)			Holdings Pro Forma (unaudited)
	(dollars in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	3,334		$	—		$	3,334	$	—		$	3,334
Accounts receivable, net of allowance for doubtful accounts		130,683			—			130,683		—			130,683
Income tax receivable		—			17,473	(2)		17,473		—			17,473
Inventories		220,778			4,692	(3)		225,470		—			225,470
Deferred income taxes		8,890			7,912	(2)		16,802		—			16,802
Other current assets		18,961			11,663	(4)		30,624		139	(4)		30,763
Total current assets		382,646			41,740			424,386		139			424,525
Property and equipment, net		24,160			—			24,160		—			24,160
Goodwill, net		121,910			260,255	(3)		382,165		—			382,165
Other intangible assets, net		13,527			228,031	(3)		241,558		—			241,558
Deferred income taxes		6,888			(6,888	)(5)		—		—			—
Other assets		7,164			10,305	(4)		17,469		1,161	(4)(11)		18,630
Total assets	$	556,295		$	533,443		$	1,089,738	$	1,300		$	1,091,038
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	215,706		$	—		$	215,706		—		$	215,706
Accrued expenses		30,781			(4,425	)(6)		26,356		—			26,356
Current maturities of long-term debt		2,439			(1,762	)(1)(7)		677		—			677
Total current liabilities		248,926			(6,187	)		242,739		—			242,739
Existing credit facility and other long-term debt		188,769			(18,260	)(1)(7)		170,509		—			170,509
Series D senior notes		28,600			(28,600	)(1)(7)		—		—			—
Notes offered hereby		—			290,000	(1)(7)		290,000		40,003	(11)		330,003
Capital lease obligations		14,110			—	(7)		14,110		—			14,110
Deferred tax liability		—			81,399	(5)(8)		81,399		—			81,399
Other liabilities		8,590			1,653	(3)(9)		10,243		—			10,243
Series A and Series B preferred stock		9,535			(9,535	)(1)		—		—			—
8% cumulative mandatorily redeemable preferred stock		—			—			—		20,000	(11)		20,000
Series B preferred stock		—			—			—		4,035	(11)		4,035
Stockholders’ equity:
Preferred stock		55,854			(55,854	)(10)		—		—			—
Common stock		52			(52	)(10)		—		—			—
Additional paid-in capital		23,030			(23,030	)(10)		—		—			—
					280,738	(1)(10)		280,738		(62,738	)(10)(11)		218,000
Warrants		1,352			(1,352	)(10)		—		—			—
Accumulated deficit		(22,523	)		22,523	(10)		—		—			—
Total stockholders’ equity		57,765			222,973			280,738		(62,738	)		218,000
Total liabilities and stockholders’ equity	$	556,295		$	533,443		$	1,089,738	$	1,300		$	1,091,038

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Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(dollars in thousands)

(1) The unaudited pro forma condensed consolidated balance sheet gives effect to the following pro forma adjustments related to the acquisition and related transactions and reflects the related issuance of debt, payment of merger consideration and the rollover of certain debt and preferred stock. This pro forma condensed consolidated balance sheet gives effect to the Series D senior notes as if this debt was extinguished on January 1, 2005. Upon closing of the acquisition and related transactions, we called the Series D senior notes for redemption on May 15, 2005 and pursuant to the discharge provisions of the related indenture, we irrevocably deposited with the trustee for such notes the amount necessary to retire the Series D senior notes on the redemption date, including interest accruing through the redemption date, the prepayment premium and any other costs required to discharge the obligations. While this deposit does not meet the provisions of Statement of Financial Accounting Standards No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” as an extinguishment of debt, these obligations and the related indenture were defeased at the time of the acquisition and related transactions and will be retired on May 15, 2005 and, thus, will not be ongoing obligations of the company.

The following table summarizes the estimated sources and uses of funds for the acquisition and related transactions assuming the closing occurred as of January 1, 2005:

Sources of Funds:			Uses of Funds:
Amended and restated credit facility (i)	$	170,509	Merger consideration (v)	$	459,754
Floating rate notes and fixed rate notes			Rollover of existing debt:
offered hereby		290,000	Current portion of long-term debt		1,762
Holdings senior discount notes offered     hereby Capital lease obligations (ii)		40,003 14,787	Long-term portion of existing     credit facility and other long-term     debt		188,769
8% cumulative mandatorily redeemable preferred stock (iii)		20,000	Accrued interest (vi) Series A preferred stock (vii)		1,480 5,500
Series B preferred stock (iii)		4,035	Series B preferred stock (vii)		4,035
Equity contribution (iv)		218,000	Funding of Series D senior notes (viii)		28,600
			Estimated prepayment penalty on Series D senior notes (viii)		952
			Capital lease obligations (ii)		14,787
			Transaction bonuses and change in control payments (ix)		7,695
			Estimated fees and expenses (x)		44,000
Total Sources of Funds	$	757,334	Total Uses of Funds	$	757,334

(i) In connection with the acquisition and related transactions, American Tire entered into the amended and restated credit facility, which consists of a five-year $300,000 revolving credit facility, $157,655 of which was drawn down at closing. See “Description of Other Indebtedness.”

(ii) In connection with the acquisition and related transactions, capital lease obligations of $14,787 remain outstanding, of which $677 is a current liability and $14,110 is long-term.

(iii) Amounts represent gross proceeds from the issuance by Holdings of 8% cumulative mandatorily redeemable preferred stock of $20,000 and the issuance of Series B preferred stock by Holdings for $4,035 related to the cancellation of our existing Series B preferred stock.

(iv) The equity consisted of: $210,000 of gross proceeds from the sale of common stock of Holdings, which was comprised of the contribution by Investcorp, its co-investors and its co-sponsors and management’s equity in Holdings of $8,000.

(v) Assuming the acquisition and related transactions had occurred as of January 1, 2005, the merger consideration would have been as follows:

Aggregate enterprise value	$	710,000
Less:
Rollover of existing debt, net of cash		188,677
Funding of Series D senior notes		29,552
Redemption of Series A preferred stock		5,500
Capital lease obligations		14,787
Exchange of Series B preferred stock		4,035
Transaction bonuses and change in control payment		7,695
Merger consideration	$	459,754

(vi) Reflects the payment of accrued interest on existing debt as of January 1, 2005.

(vii) In connection with the acquisition and related transactions, American Tire redeemed the existing Series A preferred stock of $5,500 and exchanged the Series B preferred stock of $4,035 for new securities of Holdings (see (iii) above).

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(viii) Represents the funding of American Tire’s Series D senior notes of $28,600 and the prepayment penalty of $952, relating to the anticipated redemption of American Tire’s Series D senior notes that would have been payable if the transaction had been completed on January 1, 2005. We expect that the actual prepayment penalty will be approximately $476 upon the expected redemption in May 2005.

(ix) In connection with the acquisition and related transactions we funded transaction bonuses and other related change in control payments of $7,695 of which $2,395 has been accrued on the balance sheet as of January 1, 2005.

(x) Reflects the buyers’ transaction fees associated with the acquisition and related transactions as follows:

Deferred financing costs at American Tire (a)	$	16,775
Direct acquisition costs at American Tire (b)		17,925
Prepayment of annual management fees (c)		8,000
American Tire transaction fees and expenses		42,700
Deferred financing costs at Holdings (d)		1,300
Total estimated transaction fees and expenses	$	44,000

(a) Reflects capitalized deferred financing fees associated with entering into the amended and restated credit agreement, and the floating rate notes and the fixed rate notes, incurred in connection with the acquisition and related transactions, including fees payable to the initial purchasers in connection with the offering and commitment and financing fees payable in connection with our amended and restated credit facility. These fees are amortized over the life of the related debt.

(b) Reflects the direct acquisition costs included in the total cost of the acquisition and related transactions. These direct acquisition costs include investment banking, legal, accounting, and other fees for professional services in connection with the acquisition and related transactions, including transaction and commitment fees payable to one or more of Investcorp and its co-sponsors (or their respective affiliates).

(c) Reflects the payment of management advisory fees paid to one or more of Investcorp and its co-sponsors (or their respective affiliates) at closing for services to be rendered over a period of five years following closing. This payment will be deferred and amortized pursuant to the terms of the agreement and on a basis consistent with the service provided.

(d) Reflects capitalized deferred financing fees associated with the Holdings senior discount notes offered hereby of $700 and the deferred financing fees associated with the 8% cumulative mandatorily redeemable preferred stock issuance at Holdings of $600.

(2) Reflects a pro forma adjustment to record an income tax receivable related to the tax impact of our deduction of compensation expense for payments made for transaction bonuses of $7,695, and the estimated compensation expense related to the exercise of options of $52,995 and other expenses resulting from this transaction of $4,400, all at an estimated statutory tax rate of 39%. Of this amount, we will realize $17,473 by filing amended returns for 2003 and 2004, the remaining $7,912 is carried forward and thus has been reflected as an adjustment to deferred tax assets.

49

(3) The acquisition and related transactions will be accounted for as a purchase in accordance with SFAS No. 141, “Business Combinations.” Under the purchase method of accounting, the estimated acquisition consideration will be allocated to our assets, including identified intangible assets, which will be amortized over the respective useful lives for those deemed to have finite lives, and liabilities based on their relative fair values. The pro forma adjustments were based on a preliminary estimate of fair value by management. The following table sets forth the preliminary allocation of consideration:

Total acquisition consideration allocation:
Merger consideration (see 1(v) above)	$	459,754
Debt assumed and or refinanced (i)		206,798
Funding of Series D senior note obligations (i)		29,552
Redemption of preferred stock		9,535
Transaction bonuses and change in control payments		7,695
Other liabilities assumed (ii)		250,652
Estimated fees of the buyer in connection with the acquisition and related transactions (see 1(x) above)		17,925
Total acquisition consideration	$	981,911
Less: Total assets acquired (iii)		578,873
Excess purchase price to be allocated	$	403,038
Preliminary Allocation
Inventory step up	$	4,692
Deferred tax liability (iv)		(88,287	)
Identified intangible assets (v)		228,031
Incremental goodwill		260,255
Fair value adjustment to post retirement medical benefit obligations		(1,653	)
Total allocated excess purchase price	$	403,038

(i) Reflects the book value of the debt of $219,131, accrued interest of $1,480, included in accrued expenses, the prepayment penalty on the Series D senior notes of $952 less capital lease obligations of $14,787.

(ii) Reflects the assumption of the book value of accounts payable of $215,706, accrued expenses of $26,356 and other liabilities of $8,590. The book value of accrued expenses of $30,781 has been adjusted to eliminate the accrued interest expense of $1,480, the accrued transaction bonuses of $2,395 and the accrued seller transaction costs of $550.

(iii) Reflects the book value of the assets acquired of $556,295 less (x) $2,807 of deferred financing fees to be written off in connection with the repayment of the existing indebtedness plus (y) $17,473 of an income tax receivable relating to the tax attributes discussed in note (2) above and (z) $7,912 of deferred tax assets relating to the tax attributes discussed in note (2) above.

(iv) Reflects the deferred tax liability associated with the identified intangible assets ($241,558) less existing tax deductible intangibles of $16,834 plus the deferred tax liability associated with the fair value of post retirement medical benefits obligations of $1,653 assuming a historical effective tax rate of 39%.

(v) Represents the adjustment to reflect management’s preliminary assessment of the fair value of our intangible assets. Our intangible assets represent (x) customers’ relationships of $201,367 (amortized over 15 years), (y) trade name of $38,489 (amortized over 15 years) and, (z) technology and intellectual property of $1,702 (amortized over five years). These allocations may change based on the independent appraisal we receive shortly after the closing.

(4) This represents the following:

	Current Assets			Long Term Assets
Write-off of deferred financing fees related to existing debt	$	(894	)	$	(1,913	)
Deferred financing costs related to the acquisition (see 1(x)(a) above)		6,557			10,218
Prepaid management fee (see 1(x)(c) above)		6,000			2,000
Total adjustment at American Tire	$	11,663		$	10,305
Deferred financing costs at Holdings (see 1(x)(d) above)		139			1,161
Total adjustment	$	11,802		$	11,466

(5) Reflects the reclassification of the long-term deferred tax assets of $6,888 based on the differences between the values allocated to assets and liabilities under purchase accounting in connection with the acquisition and related transactions and the tax basis for the respective assets and liabilities.

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(6) This represents the following:

Elimination of accrued interest expense (i)	$	1,480
Payment of accrued change in control payments (ii)		2,395
Payment of accrued seller transaction costs (iii)		550
Total adjustment to accrued expenses	$	4,425
(i)    Reflects the payment of accrued interest associated with the retired debt.
(ii)    Reflects the payment of transaction bonuses and change in control payments that were accrued as of January 1, 2005.
(iii)  Reflects the payment of seller transaction costs that were accrued as of January 1, 2005.

(7) Represents the payoff of the old borrowings, the establishment of the new borrowings and capital lease obligations of $14,787, of which $677 was in current liabilities.

(8) Reflects the deferred tax liability of $88,287 (see 3(iv) above) less the reclassification of $6,888 of long term deferred tax assets.

(9) Reflects the fair value adjustment to our post retirement medical benefit obligation.

(10) Reflects our new equity structure and is comprised of $210,000 of gross proceeds from the sale of common stock of Holdings, which is comprised of the contribution by Investcorp, its co-investors and the co-sponsors; management’s equity investment in Holdings of $8,000; net proceeds from the issuance by Holdings of the Holdings senior discount notes of $40,003 less fees of $700 ($82 as a current asset and $618 as a long term asset); net proceeds from the issuance of Series B preferred stock by Holdings for $4,035 related to the cancellation of our existing Series B preferred stock; net proceeds from the issuance by Holdings of 8% cumulative mandatorily redeemable preferred stock (gross value of $20,000) which is reflected as a liability of Holdings due to the embedded mandatory redemption feature. In connection with the issuance, Holdings incurred $600 in fees which is reflected as a deferred financing cost ($57 as a current asset and $543 as a long term asset). These fees are amortized over the 10.5 year life of the preferred stock.

(11) Represents the issuance by Holdings of the Holdings senior discount notes for $40,003, Series B preferred stock for $4,035 and 8% cumulative mandatorily redeemable preferred stock for $20,000. The 8% cumulative mandatorily redeemable preferred stock carries a cumulative preferred dividend, that may be settled in cash or shares at the election of Holdings, and is redeemable prior to 2009 at a make whole premium with mandatory redemption at maturity in June 2015. Otherwise, the 8% cumulative mandatorily redeemable preferred stock is redeemable at face value plus an amount in cash equal to all accumulated and unpaid dividends. It is reflected as a liability of Holdings due to the embedded mandatory redemption feature. In connection with the issuance of the 8% cumulative mandatorily redeemable preferred stock, Holdings incurred $600 which is reflected as a deferred financing cost ($57 as a current asset and $543 as a long term asset). These fees are amortized over the 10.5 year life of the 8% cumulative mandatorily redeemable preferred stock. The net proceeds of $62,738 is a component of Holdings’ equity contribution to us (see 1(iii) above).

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

	Fiscal Year 2004
	American Tire Historical			Big State Historical (unaudited)			Target Tire Historical (unaudited)			American Tire Pro Forma Adjustments (unaudited)			American Tire Pro Forma (unaudited)			Holdings Pro Forma Adjustments (unaudited)			Holdings Pro Forma (unaudited)
	(dollars in thousands)
Net sales	$	1,282,069		$	34,926		$	76,716		$	—		$	1,393,711		$	—		$	1,393,711
Cost of goods sold		1,043,793			26,231			61,849			—			1,131,873			—			1,131,873
Gross profit		238,276			8,695			14,867			—			261,838			—			261,838
Selling, general and administrative expense		183,235			6,260			13,621			12,584	(1)		215,700			—			215,700
Operating income		55,041			2,435			1,246			(12,584	)		46,138			—			46,138
Other income (expense), net
Interest expense		(13,371	)		(183	)		(99	)		(27,629	) (2)		(41,282	)		(7,115	) (2)		(48,397	)
Other, net		(393	)		(3	)		2			—			(394	)		—			(394	)
Income (loss) before income taxes		41,277			2,249			1,149			(40,213	)		4,462			(7,115	)		(2,653	)
Provision (benefit) for income taxes		16,236			—			—			(14,358	) (3)		1,878			(2,775	) (3)		(897	)
Income (loss) from continuing operations	$	25,041		$	2,249		$	1,149		$	(25,855	)	$	2,584		$	(4,340	)	$	(1,756	)

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Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

(dollars in thousands)

The Unaudited Pro Forma Condensed Consolidated Statement of Operations reflects the full year results for the Company for the year ended January 1, 2005 and is adjusted to reflect the historical operating results of Big State and Target Tire for the periods in which American Tire did not own them. The unaudited pro forma condensed consolidating statement of operations does not include the following charges since they are not expected to have a continuing impact on the statement of operations: the non-cash inventory step-up that will impact cost of goods sold during the approximately three month period after the closing of the acquisition and related transactions during which our inventory on hand at the time of the closing is sold, the amortization of fees related to the bridge financing which will not be utilized due to this offering and compensation expense relating to payment of various bonuses and other transaction costs incurred by us. The pro forma adjustments associated with those acquisitions and the pro forma adjustments for the acquisition and related transactions are more fully described in the notes below.

(1)	Adjustment relates to the following:
	Adjustment to management fees (i)	$	5,800
	Adjustment to amortization (ii)		15,998
	Management bonuses related to Big State and Target Tire acquisitions (iii)		(2,706	)
	Salaries and wages of terminated employees and rent expense for vacated facilities (iv)		(5,958	)
	Accrued seller transaction costs (v)		(550	)
	Adjustment to selling, general and administrative expense	$	12,584

(i) American Tire entered into an agreement with Investcorp and its co-sponsors (or their respective affiliates), pursuant to which American Tire paid Investcorp and its co-sponsors (or their respective affiliates) a management fee of $8,000 at closing which will be amortized over a five year period, on a basis consistent with the services provided, pursuant to the terms of the agreement, at $6,000 for the first year and $500 each year thereafter. American Tire’s former equity sponsor was paid a management fee of $200 which ceased as part of the acquisition and related transactions.

New management fees	$	6,000
Management fees paid to our former equity sponsors		(200	)
Adjustment to management fees	$	5,800

(ii) Reflects the adjustment to historical amortization expense to reflect new amortization from finite-lived intangibles:

New amortization of finite-lived intangible (a)	$	16,331
Less: Historical amortization		(333	)
Adjustment to amortization	$	15,998

(a) The new amortization of finite-lived intangible assets represents estimated annual amortization of $241,558 identifiable intangible assets representing customer lists ($201,367) and trade name ($38,489) over their estimated useful life of approximately fifteen years and technology and intellectual properties ($1,702) over the estimated useful life of five years. A $20,000 increase or decrease in the portion of the purchase price allocated to identifiable intangibles would increase or decrease amortization expense by approximately $1,300. Additionally, a one year increase or decrease in the estimated average life of intangibles as presented would decrease or increase normal amortization expense by approximately $1,000. The unaudited pro forma consolidated statements of operations have been prepared to reflect the application of purchase accounting under SFAS No. 141, “Business Combinations” for the acquisition and related transactions. The adjustment represents the change in amortization expense resulting from the revaluation of the intangible assets based on the valuation as of the acquisition and related transactions closing date and the elimination of the historical amortization expense.

This valuation is currently based on estimates made by management.

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The following reconciles historical depreciation and amortization to adjusted depreciation and amortization:

American Tire historical depreciation and amortization	$	6,781
Pro forma adjustments:
Target Tire		485
Big State		371
Adjustment to amortization		15,998
Adjustment to management fees		5,800
Pro forma adjustments		22,654
Adjusted depreciation and amortization	$	29,435

(iii) Reflects non-recurring bonuses that were paid to management and employees of Big State and Target Tire by the respective sellers in connection with the sale of those businesses to American Tire.

(iv) Represents salaries and wages of terminated employees and rent expense for vacated facilities as a result of the acquisition of Target Tire:

Elimination of headcount at Target Tire (a)	$	4,208
Closure of duplicative distribution centers (b)		1,750
Total adjustment	$	5,958

(a) In connection with the acquisition of Target Tire and the closure of ten duplicative distribution centers, American Tire terminated those acquired employees that were redundant. American Tire moved the business volume previously processed through the closed Target Tire distribution centers into our existing distribution centers that were in the same markets. American Tire retained only those acquired employees that were needed to facilitate the additional volume in those facilities. A total of 86 employees were terminated representing $4,208 of historical personnel costs.

(b) In connection with the acquisition of Target Tire, American Tire closed ten duplicative distribution centers and transferred all inventory to our existing facilities. We are in the process of subleasing these closed facilities, which are under ten-year operating leases. Estimated sublease recoveries have been recorded as a reduction in the liability for closed facilities recorded upon acquisition. The annual rent and other occupancy costs related to the closed facilities is $1,750. Actual sublease results that differ from estimated amounts would result in an adjustment to our closed facility liability with a corresponding adjustment to income in the period such difference becomes known.

(v) Amount relates to accrued legal and other seller costs relating to this transaction that were expensed in the historical period.

(2) Represents adjustments to interest expense for the new debt incurred, calculated as follows:

Interest on amended and restated credit facility of $170,509 principal amount of borrowings at a variable interest rate of average 3 month LIBOR plus 1.5% per annum (for pro forma interest calculation a LIBOR Rate of 3.0% has been assumed) and a .30% commitment fee on the unused portion of the undrawn funds under the amended and restated credit facility of $129,491	$	8,061
Interest on $140,000 principal amount of floating rate notes offered hereby at a variable interest rate of average 3 month LIBOR plus 6.25% per annum (for pro forma interest calculation a LIBOR Rate of 3.0% has been assumed)		12,950
Interest on $150,000 principal amount of the fixed rate notes offered hereby at a rate of 10.75% per annum		16,125
Amortization of $16,775 of debt issuance costs arising from our amended and restated credit facility and the issuance of the notes offered hereby		1,807
Interest expense on assumed capital leases and interest reductions from the change in the value of the interest rate swap		2,339
Total pro forma interest expense at American Tire	$	41,282
Less:
Interest expense on existing debt of $233,918		13,371
Interest expense on existing debt of Big State and Target Tire		282
Pro forma adjustment of interest expense at American Tire	$	27,629
Interest on $40,003 principal amount on Holdings senior discount notes offered hereby with a yield of 13.0% which accrete to $51,380 by April 1, 2007 after which cash interest payments accrue at 13% per annum		5,376
Interest on $20,000 of 8% cumulative mandatorily redeemable preferred stock at Holdings		1,600
Amortization of $1,300 of debt issuance costs arising from Holdings senior discount notes offered hereby and the 8% cumulative mandatorily redeemable preferred stock		139
Pro forma adjustment of interest expense at Holdings		7,115
Total pro forma adjustment of interest expense	$	34,744

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A 0.125% change in the interest rates on our amended and restated credit facility and issuance of the floating rate notes would change annual pro forma interest expense by approximately $388.

Amortization expense of debt issuance costs of $18,075 is calculated based on the five year term of the amended and restated credit facility, the seven year term of the floating rate notes, the eight year term of the fixed rate notes, the eight and a half year term of the Holdings senior discount notes and the ten and a half year term of the 8% cumulative mandatorily redeemable preferred stock.

(3) Income tax adjustment to reflect the acquisition and related transactions:

Historical provision for income taxes	$	16,236
Pre acquisition Big State income before income taxes (i)		2,249
Pre acquisition Target Tire income before income taxes (ii)		1,149
Pro forma adjustments to income before income taxes at American Tire		(40,213	)
Adjustments to income before income taxes		(36,815	)
Effective tax rate (iii)		39.0	%
Adjustments to income tax provision (benefit) at American Tire		(14,358	)
Pro forma provision for income taxes at American Tire	$	1,878
Pro forma adjustments to income before income taxes at Holdings		(7,115	)
Effective tax rate (iii)		39.0	%
Adjustments to income tax provision (benefit) at Holdings		(2,775	)
Total pro forma provision for income taxes	$	(897	)

(i) Amount represents the income before income taxes for Big State relating to the pre-acquisition period.

(ii) Amount represents the income before income taxes for Target Tire relating to the pre-acquisition period.

(iii) Represents our historical effective tax rate which approximates the statutory rate.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth American Tire’s selected historical consolidated financial data for the periods indicated as restated for the presentation of Winston, its retail segment that was sold in May 2001, as a discontinued operation. Selected historical financial data as of the end of and for the fiscal years 2000 through 2004 is derived from American Tire’s consolidated financial statements as of and for those years. Our fiscal year is based on either a 52 or 53 week period ending on the Saturday closest to each December 31. Therefore, the financial results of certain fiscal years will not be exactly comparable to the prior or subsequent fiscal years. The 2004 fiscal year (ended January 1, 2005) contains operating results for 53 weeks. The 2003 fiscal year (ended December 27, 2003), the 2002 fiscal year (ended December 28, 2002), the 2001 fiscal year (ended December 29, 2001) and the 2000 fiscal year (ended December 30, 2000) all contain operating results for 52 weeks. The following selected historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this offering memorandum.

	Fiscal Year
Statement of Operations Data:	2000 (1)			2001			2002			2003			2004 (2)
	(dollars in thousands, except ratio data)
Net sales (3)	$	1,087,801		$	1,108,892		$	1,062,015		$	1,114,410		$	1,282,069
Cost of goods sold		892,306			904,235			868,750			910,905			1,043,793
Gross profit		195,495			204,657			193,265			203,505			238,276
Selling, general and administrative expense		168,309			200,578			161,914			162,351			183,235
Operating income		27,186			4,079			31,351			41,154			55,041
Other income (expense), net
Interest expense		(26,447	)		(28,639	)		(18,705	)		(14,071	)		(13,371	)
Gain on repurchase of Series D senior notes		—			—			49,759			—			—
Other income, net		918			762			288			93			(393	)
Income (loss) from continuing operations before income taxes		1,657			(23,798	)		62,693			27,176			41,277
Provision (benefit) for income taxes		3,212			(6,243	)		24,783			11,089			16,236
Income (loss) from continuing operations		(1,555	)		(17,555	)		37,910			16,087			25,041
Loss from discontinued operations, net of income tax benefit		(39,938	)		(769	)		(483	)		(82	)		—
Loss on disposal of discontinued operations, net of income tax benefit		(1,200	)		(12,616	)		—			—			—
Net income (loss)	$	(42,693	)	$	(30,940	)	$	37,427		$	16,005		$	25,041
Other Financial Data:
Cash flows provided by (used in):
Operating activities	$	40,575		$	(1,766	)	$	15,265		$	17,657		$	25,709
Investing activities		(82,155	)		8,183			13,413			(1,929	)		(63,302	)
Financing activities		53,196			456			(30,116	)		(15,095	)		37,601
Depreciation and amortization (4)		14,302			17,532			8,610			6,957			6,781
Capital expenditures (5)		14,724			6,060			2,059			2,491			4,379
EBITDA (6)		42,406			22,373			40,249			48,204			61,429
Ratio of earnings to fixed charges (7)		1.1	x		—			3.3	x		2.2	x		2.9	x
Balance Sheet Data:
Cash and cash equivalents	$	3,327		$	4,131		$	2,693		$	3,326		$	3,334
Working capital from continuing operations (8)		91,778			93,670			83,073			98,997			133,720
Total assets		497,120			443,020			411,270			419,003			556,295
Total debt (9)		292,433			283,185			196,400			182,716			233,919
Total redeemable preferred stock		11,035			24,115			11,035			10,535			9,535
Total shareholders’ (deficit) equity		(30,989	)		(63,536	)		16,489			32,494			57,765

(1) In April 2000, American Tire purchased certain assets of Tire Centers, LLC. In May 2000, American Tire acquired T.O. Haas Tire Company and in July 2000, American Tire purchased the net assets of Merchant’s, Inc. Each transaction was accounted for using the purchase method of accounting.

(2) In July 2004, American Tire acquired Big State and in September 2004, it acquired Target Tire. Each transaction was accounted for using the purchase method of accounting.

(3) Net sales include approximately $15.8 million and $60.6 million of inter-segment sales from us to Winston for fiscal 2001 and 2000, respectively.

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(4) American Tire adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” effective January 1, 2002 and, accordingly, goodwill amortization was discontinued.

(5) Excludes capital expenditures financed by debt.

(6) We evaluate liquidity based on several factors, of which the primary financial measure is earnings from continuing operations before interest, taxes, depreciation and amortization, or EBITDA. EBITDA is presented because it is a widely accepted financial indicator of a company’s ability to generate cash flow and to service or incur indebtedness. EBITDA should not be considered an alternative to, or more meaningful than, cash flows from continuing operations as a measure of liquidity in accordance with accounting principles generally accepted in the United States. EBITDA as calculated and presented here may not be comparable to EBITDA as calculated and presented by other companies. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

The following table reconciles net cash provided by continuing operating activities to EBITDA:

	Fiscal Year
	2000			2001			2002			2003			2004
	(dollars in thousands)
Net cash provided by continuing operating activities:	$	40,575		$	(1,766	)	$	15,265		$	17,657		$	25,709
Changes in assets and liabilities		(21,618	)		1,031			2,491			14,405			9,345
Deferred tax expense		(2,582	)		6,809			(22,570	)		(6,915	)		(1,847	)
Interest Expense		26,447			28,639			18,705			14,071			13,371
Income Taxes		3,212			(6,243	)		24,783			11,089			16,236
Provision for Doubtful accounts		430			(1,695	)		(2,036	)		(907	)		(320	)
Amortization of other assets		(1,176	)		(1,247	)		(1,221	)		(1,208	)		(1,156	)
Provision for obsolete inventory		(2,611	)		(3,160	)		4,832			12			91
Other		(271	)		—			—			—			—
EBITDA	$	42,406		$	22,368		$	40,249		$	48,204		$	61,429

(7) For purposes of these ratios, (i) earnings have been calculated by adding interest expense and the estimated interest portion of rental expense to earnings before income taxes and (ii) fixed charges are comprised of interest expense and capitalized interest, if any. In fiscal 2001, earnings were insufficient to cover fixed charges by approximately $23.8 million. Earnings were insufficient to cover fixed charges by approximately $2.7 million in Pro Forma fiscal 2004.

(8) Working capital is defined as current assets less current liabilities.

(9) Total debt is the sum of current maturities of long-term debt, non-current portion of long-term and capital lease obligations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this section below, unless the context otherwise requires, “we,” “us” and “our” refer to the operating subsidiary American Tire Distributors, Inc. and its subsidiaries on a consolidated basis. The following discussion and analysis of our results of operations, financial condition and liquidity should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

Our fiscal year is based on either a 52 or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of certain fiscal years will not be exactly comparable to the prior or subsequent fiscal years. The 2004 fiscal year (ended January 1, 2005) contains operating results for 53 weeks. The 2003 fiscal year (ended December 27, 2003) and the 2002 fiscal year (ended December 28, 2002) contain operating results for 52 weeks.

Overview

We are the leading distributor of tires to the U.S. replacement tire market, a $24.3 billion industry. Despite a recent economic slowdown, the U.S. replacement market is stable and has been growing at approximately 2% to 3% annually over the past ten years. Growth has historically been driven by several positive industry trends such as an increase in the number of vehicles on the road, an increase in the number of licensed drivers, an increase in the number of miles driven, and an increase in the average age of vehicles.

The industry has recently experienced growth from an increase in high and ultra-high performance and larger rim diameter tires, proliferation of larger vehicles such as SUVs, and shorter tire replacement cycles. Our high and ultra-high performance tires are our highest profit products and also have relatively shorter replacement cycles. High and ultra-high performance tires have shown significant sales growth as compared to the overall market. According to Modern Tire Dealer magazine, industry wide, the number of units sold in this subcategory increased by 18.3% from 2003 to 2004. We expect the trend of selling more high and ultra-high performance tires as well as larger auto rim diameter tires to be an ongoing area of strategic focus for us, and the industry as a whole. Due to our breadth and depth of product offering, we believe that we are well positioned to handle this new demand.

Our revenues are primarily generated from sales of passenger car and light truck tires, which represent approximately 74.6% of our total net sales in fiscal 2004. The remainder of net sales is derived from other tire sales (12.1%), custom wheels (7.6%), automotive service equipment (4.4%), and other products (1.3%). We sell our products to a variety of customers and geographic markets.

We have continued to expand and geographically diversify our operations in the recent years by executing a strategy that includes both organic growth and growth through acquisitions. Over the past year, we have successfully acquired and integrated two businesses representing approximately $160.0 million in annual net sales. The acquisition of Big State expanded our operations into Texas, New Mexico and Oklahoma, while the acquisition of Target Tire strengthened our presence with retailers in the Southeast, a region where we already have a strong market presence. As we continue to expand our market presence, we have been able to effectively leverage our scalable distribution infrastructure to achieve higher growth and increased margins.

We are currently in the process of further enhancing our pricing discipline and expense control through a strategic segmentation of our customer base. This initiative is expected to provide incentives for smaller customers to provide us with a larger share of their business and by focusing on larger, more profitable customers.

During fiscal 2004, we completed the purchase of all the outstanding stock of Big State and Target Tire. These acquisitions have been accounted for using the purchase method of accounting and, accordingly, results of operations for the acquired businesses have been included in the consolidated statements of operations from the acquisition date.

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The acquisition of our company by Holdings was accounted for under the purchase method of accounting. Under the purchase method of accounting, the purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder being allocated to goodwill. The increase in the basis of these assets results in increased amortization and depreciation charges in future periods. Based on preliminary estimates, which are subject to material revision, we expect that the carrying value of inventory will be increased by approximately $4.7 million. The effect of this increase will be to increase the cost of sales and thereby reduce gross profit and gross margins in future periods as this inventory is sold. We expect to sell most of that inventory within three months after the closing of the acquisition and related transactions. We also recorded significant transaction-related expenses during the quarter when the acquisition and related transactions closed, including an estimated $11.8 million of compensation expense relating to payment of various bonuses and an estimated $8.3 million of transaction costs incurred by us. In addition, our interest expense will increase significantly as a result of the acquisition and related transactions. As part of the acquisition and related transactions, we generated substantial tax deductions relating to the exercise of stock options and payments made for transaction bonuses. Our pro forma balance sheet reflects a current deferred tax asset of $16.8 million, of which $7.9 million reflects the anticipated tax benefits we expect to achieve in 2005 and 2006 from such tax deductions and an income tax receivable of $17.5 million relating to the deductions that can be carried back two years for federal tax purposes.

Results of Operations

Year Ended January 1, 2005 Compared to the Year Ended December 27, 2003

The following table sets forth the period change for each category of the statements of operations, as well as each category as a percentage of net sales:

	Fiscal Year						Period Over Period Change			Period Over Period Percentage Change		Results as a Percentage of Net Sales for Fiscal Year
	2003			2004			Favorable (unfavorable)			Favorable (unfavorable)		2003		2004
	(dollars in thousands)
Net sales	$	1,114,410		$	1,282,069		$	167,659		15.0	%	100.0	%	100.0	%
Cost of goods sold		910,905			1,043,793			(132,888	)	(14.6	)	81.7		81.4
Gross profit		203,505			238,276			34,771		17.1		18.3		18.6
Selling, general and administrative expenses		162,351			183,235			(20,884	)	(12.9	)	14.6		14.3
Operating income		41,154			55,041			13,887		33.7		3.7		4.3
Other income (expense):
Interest expense		(14,071	)		(13,371	)		700		5.0		1.3		1.1
Other, net		93			(393	)		(486	)	(522.6	)	0.0		0.0
Income from continuing operations before income taxes		27,176			41,277			14,101		51.9		2.4		3.2
Provision for income taxes		11,089			16,236			(5,147	)	(46.4	)	1.0		1.2
Income from continuing operations		16,087			25,041			8,954		55.7		1.4		2.0
Loss from discontinued operations, net of income tax benefit of $57 and $0		(82	)		—			82		100.0		0.0		0.0
Net income	$	16,005		$	25,041		$	9,036		56.5	%	1.4	%	2.0	%

Net Sales

Net sales increased $167.7 million, or 15.0%, from $1,114.4 million in fiscal 2003 to $1,282.1 million in fiscal 2004. The operations acquired from Big State accounted for $24.0 million of the increase in net sales. The inclusion of an additional week of sales in fiscal 2004 contributed approximately $19.0 million to the increase. The increase in net sales is also a result of increased volume in our existing distribution centers due to the

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consolidation of the Target Tire locations, and from higher average per unit selling prices and a continuing trend of selling more high performance, higher priced tires. We cannot determine the precise effect on sales of the acquisition of Target Tire after the consolidation date, as operations acquired from Target Tire were merged into our existing facilities, with the exception of one facility. The higher average selling prices are a result of manufacturer price increases that were part of an overall industry increase. Increased wheel, light truck, and medium truck tire sales have also contributed to higher sales dollars.

Gross Profit

The increase in gross profit in fiscal 2004 is primarily due to increased sales resulting from higher volume and the acquisitions of Big State and Target Tire and from higher gross margins. The increase in margin percentage of 0.3% was a result of improved product mix and purchasing efficiencies. Big State and Target Tire, prior to the consolidation of Target Tire’s distribution centers, contributed $7.9 million in gross profit.

Selling, General and Administrative Expenses

The increase in selling, general and administrative expenses is due, in part, to the inclusion of acquired operations. Of the $20.9 million increase, the acquisitions of Big State and Target Tire accounted for approximately $7.6 million, prior to the consolidation of Target Tire’s distribution centers. Employee related expenses increased $11.9 million primarily due to incentive based compensation associated with an increase in sales and profits and the inclusion of an additional week in fiscal 2004. The remaining net increase in selling, general, and administrative expenses is primarily due to costs related to the Big State and Target Tire acquisitions and the pending acquisition of American Tire by Holdings. The increase in selling, general and administrative expenses in 2004 was offset in 2004 by a $0.9 million reduction in medical insurance reserves.

Interest Expense

The decrease in interest expense is due primarily to a decline in interest rates during the first half of fiscal 2004, a reduction in “other long-term debt” levels and a $0.3 million net reduction in interest expense relating to the change in fair value of the interest rate swap agreement, partially offset by increased borrowings on our existing credit facility as a result of the two acquisitions completed in third quarter 2004.

Income Tax Expense

We recognized an income tax provision of $16.2 million in fiscal 2004 compared to $11.1 million in fiscal 2003. The effective tax rate for fiscal 2004 is approximately 39% compared to 41% in fiscal 2003.

Discontinued Operations

We did not record a loss from discontinued operations in fiscal 2004. The loss from discontinued operations in fiscal year 2003 is primarily due to adjustments to estimated liabilities on leases, for which we are a guarantor. For more information see, “—Discontinued Operations.”

Net Income

The increase in net income is due primarily to the increase in operating income partially offset by the increase in the income tax provision.

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Year Ended December 27, 2003 Compared to the Year Ended December 28, 2002

The following table sets forth the period change for each category of the statements of operations, as well as each category as a percentage of net sales:

	Fiscal Year						Period Over Period Change			Period Over Period Percentage Change		Results as a Percentage of Net Sales for Fiscal Year
	2002			2003			Favorable (unfavorable)			Favorable (unfavorable)		2002		2003
	(dollars in thousands)
Net sales	$	1,062,015		$	1,114,410		$	52,395		4.9	%	100.0	%	100.0	%
Cost of goods sold		868,750			910,905			(42,155	)	(4.9	)	81.8		81.7
Gross profit		193,265			203,505			10,240		5.3		18.2		18.3
Selling, general and administrative expenses		161,914			162,351			(437	)	(0.3	)	15.2		14.6
Operating income		31,351			41,154			9,803		31.3		3.0		3.7
Other income (expense):
Interest expense		(18,705	)		(14,071	)		4,634		24.8		1.8		1.3
Gain on repurchase of Senior Notes		49,759			—			(49,759	)	(100.0	)	4.7		0.0
Other, net		288			93			(195	)	(67.7	)	0.0		0.0
Income from continuing operations before income taxes		62,693			27,176			(35,517	)	(56.7	)	5.9		2.4
Provision for income taxes		24,783			11,089			13,694		55.3		2.3		1.0
Income from continuing operations		37,910			16,087			(21,823	)	(57.6	)	3.6		1.4
Loss from discontinued operations, net of income tax benefit of $316 and $57		(483	)		(82	)		401		83.0		0.0		0.0
Net income	$	37,427		$	16,005		$	(21,422	)	(57.2	)%	3.5	%	1.4	%

Net Sales

Net sales increased $52.4 million or 4.9%, from $1,062.0 million in fiscal 2002 to $1,114.4 million in fiscal 2003. The increase in net sales is primarily due to an industry-wide increase in the average selling price of passenger car and light truck tires. In addition, we continued a trend of selling a higher mix of high performance, higher priced tires.

Gross Profit

The increase in gross profit for fiscal 2003 is due primarily to an increase in sales of our higher margin tires and wheels, partially offset by an aggressive first quarter 2003 marketing program, which resulted in reduced margins on certain products.

Selling, General and Administrative Expenses

The slight increase in selling, general and administrative expenses is primarily due to $2.3 million of increased costs associated with our group health plan and other miscellaneous net increases, partially offset by a $2.0 million reduction in amortization expense relating to noncompete agreements that ended during fiscal 2003 and a $1.1 million reduction in the provision for doubtful accounts. The reduction in the provision for doubtful accounts is a result of improved billing and collection efforts in fiscal 2003.

Interest Expense

The decrease in interest expense was due primarily to our repurchase of the majority of our Series D senior notes in 2002 (see “—Repurchase of Senior Notes”), as well as a decline in interest rates on our existing credit facility.

Income Tax Expense

We recognized an income tax provision of $11.1 million in fiscal 2003 compared to $24.8 million in fiscal 2002. The income tax provision for fiscal 2002 includes $19.7 million relating to the gain on repurchase of Series D senior notes. The effective tax rate for fiscal 2003 is approximately 41% compared to 40% in fiscal 2002.

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Discontinued Operations

The loss from discontinued operations in fiscal years 2003 and 2002 is primarily due to adjustments to estimated liabilities on leases, for which we are a guarantor. For more information, see “—Discontinued Operations.”

Net Income

Net income for fiscal 2002 includes a $49.8 million gain on repurchase of Series D senior notes and the related income tax provision of $19.7 million. Excluding the net gain on repurchase of Series D senior notes, fiscal 2003 net income increased $8.7 million from fiscal 2002.

Discontinued Operations

Effective May 15, 2001, we completed a transaction pursuant to a Stock Purchase Agreement to sell all the capital stock in Winston Tire Company, or Winston, our retail segment, to Performance Management, Inc. for a purchase price of approximately $11.3 million, a portion of which was deferred and not paid at closing. We entered into a supply agreement to supply tires to Winston in connection with the sale. As of January 1, 2005, $2.8 million of the purchase price remains outstanding and a reserve is maintained for the full amount of the remaining purchase price. We have initiated legal proceedings to collect the $2.8 million.

On January 15, 2002, Winston filed for protection from creditors under Chapter 11 of the United States Bankruptcy Code. In connection therewith, we agreed to provide Winston with a $2.0 million trade credit facility to acquire inventory from us, which was terminated in December 2002. Following the bankruptcy filing, we reached a settlement agreement with Winston relating to all outstanding matters between the parties that was approved by the Bankruptcy Court by order on February 6, 2002. We have assessed the terms of the settlement and believe that any potential liability has been adequately considered in prior provisions.

Our receivable/administrative claim of approximately $2.0 million due from Winston was fully recovered in the third quarter of 2002 by a return of merchandise of approximately $0.5 million and the receipt of certain unencumbered trademark rights in the state of California as a result of the rejection of licenses by Winston. The intangible asset recorded for this trademark is being amortized on a straight-line basis over a period of five years.

On September 12, 2002, the United States Bankruptcy Court for the Central District of California approved a sale of substantially all the assets of Winston to the Goodyear Tire and Rubber Company, Inc. The sale closed in late December 2002. In January 2003 upon motion, the Bankruptcy Court converted the Winston bankruptcy case from a Chapter 11 to a Chapter 7 proceeding.

The only significant remaining liability related to discontinued operations is the exposure related to leases that we have guaranteed. As of January 1, 2005, our total obligations, as guarantor on the Winston leases, are approximately $11.2 million extending over 14 years. However, we have secured assignments or sublease agreements for the vast majority of these commitments with contractually assigned or subleased rental of approximately $10.7 million. A provision has been made for the net present value of the estimated shortfall. The accrual for lease liabilities could be materially affected by factors such as the credit worthiness of lessors, assignees and sublessees and our success at negotiating early termination agreements with lessors. These factors are significantly dependent on general economic conditions. While we believe that our current estimates of discontinued operations liabilities are adequate, it is possible that future events could require significant adjustments to those estimates.

Liquidity and Capital Resources

Historical

At January 1, 2005, our combined net debt (total debt less cash) was $230.6 million compared to $179.4 million at December 27, 2003. Total commitments by the lenders under our existing credit facility were $245.0 million at January 1, 2005, of which $39.5 million was available for additional borrowings. The amount available to borrow is limited by the Borrowing Base computation, as defined in the agreement.

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The following table summarizes our cash flows for fiscal years 2002, 2003 and 2004:

	Fiscal Year									2003 Compared to 2002 Favorable (Unfavorable)			2004 Compared to 2003 Favorable (Unfavorable)
	2002			2003			2004
	(dollars in thousands)
Cash provided by continuing operating activities	$	15,265		$	17,657		$	25,709		$	2,392		$	8,052
Cash provided by (used in) investing activities		13,413			(1,929	)		(63,302	)		(15,342	)		(61,373	)
Cash provided by (used in) financing activities		(30,116	)		(15,095	)		37,601			15,021			52,696
Net increase (decrease) in cash and cash equivalents		(1,438	)		633			8			2,071			(625	)
Cash and cash equivalents, beginning of year		4,131			2,693			3,326			(1,438	)		633
Cash and cash equivalents, end of year	$	2,693		$	3,326		$	3,334		$	633		$	8
Cash payments for interest	$	18,234		$	13,345		$	12,389		$	(4,889	)	$	(956	)
Cash payments for taxes, net	$	3,230		$	2,592		$	17,610		$	(638	)	$	15,018
Capital expenditures financed by debt	$	124		$	670		$	5,224		$	546		$	4,554

Operating Activities. The increase in cash provided by continuing operating activities for fiscal 2004 was primarily due to improvements in our gross profit margins and an overall increase in our profitability partially offset by an increase in our net working capital requirements as a result of increased business activity and the acquisition of Big State and Target Tire. In addition, we had an increase in income taxes paid in fiscal 2004, which partially offset the increase in cash provided by operating activities. The increase in income taxes paid is due to the utilization of net operating loss carryforwards in fiscal 2003, which were not available in fiscal 2004. Net working capital at January 1, 2005 totaled $133.7 million compared to $99.0 million at December 27, 2003, an increase of $34.7 million.

The increase in cash provided by operating activities for fiscal 2003 was primarily due to improvements in our gross profit margins and an overall increase in our profitability (excluding the gain on repurchase of the Series D senior notes in 2002), partially offset by an increase in our ending inventory balance at December 27, 2003.

Investing Activities. The increase in cash used in investing activities for fiscal 2004 was due primarily to the acquisition of Big State and Target Tire in third quarter 2004. Capital expenditures increased $1.9 million to $4.4 million in fiscal 2004 compared to $2.5 million in fiscal 2003. Capital expenditures during fiscal 2004 were primarily for information technology upgrades, warehouse racking, and leasehold improvements. During fiscal 2004, we also had capital expenditures financed by debt of $5.2 million relating to information technology upgrades.

Net cash used in investing activities for 2003 consisted primarily of cash paid for capital expenditures. During 2002, we had net cash provided by investing activities due primarily to the proceeds received from our sales/leaseback transaction, which generated net proceeds of $13.3 million.

Financing Activities. The increase in cash provided by financing activities for fiscal 2004 was primarily due to increased borrowings on our existing credit facility as a result of the two acquisitions completed in third quarter 2004, partially offset by the partial redemption of the Series A preferred stock and payment for deferred financing costs.

The decrease in cash used in financing activities for fiscal 2003 was due primarily to the repurchase of Series D senior notes in fiscal 2002, offset by proceeds from the issuance of preferred stock and additional borrowings on the existing credit facility, both of which were used in part for the Series D senior note repurchase.

Existing Credit Facility. On March 19, 2004, we executed a Third Amended and Restated Loan and Security Agreement, or the existing credit facility, to increase our borrowing capacity. The Borrowers to the existing credit facility are us and our subsidiaries. The existing credit facility provides for borrowings in the aggregate principal amount of up to the lesser of $245.0 million, less defined reserves, or the Borrowing Base, as defined in

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the agreement. Fees incurred in connection with the amendment of $1.5 million are being deferred and amortized over the life of the loan. On April 2, 2004, we and our lenders executed an amendment to the existing credit facility to amend the requirements and form of the officer’s compliance certificate to be issued to the lenders.

On February 14, 2005, we and our lenders executed a letter agreement to the existing credit facility to amend the capital expenditures covenant contained therein.

Borrowings under the existing credit facility bear interest at (i) the Base Rate, as defined, plus the applicable margin (0.75% as of January 1, 2005) or (ii) the Eurodollar Rate, as defined, plus the applicable margin (2.25% as of January 1, 2005). These margins are subject to performance-based step-downs resulting in margins ranging from 0.25% to 1.25% for Base Rate loans and 1.75% to 2.75% for Eurodollar Rate loans, respectively. At January 1, 2005, borrowings under the existing credit facility were at a weighted average interest rate of 4.8%.

The existing credit facility, as amended, requires us to meet a fixed charge coverage test, as defined, as well as certain covenants, which among other things, limits our ability to incur additional debt; enter into guarantees; make loans and investments; make capital expenditures; declare dividends; engage in mergers, consolidations and asset sales; enter into transactions with affiliates; create liens and encumbrances; enter into sale/leaseback transactions; modify material agreements; and change the business we conduct. As of January 1, 2005, we were in compliance with these covenants, as amended. Obligations under the existing credit facility are secured by all of our inventories, accounts receivable and certain other collateral. The existing credit facility expires February 15, 2008.

On September 2, 2004, we and our lenders executed a Second Amendment to the existing credit facility to provide us with a $20.0 million term loan to facilitate the acquisition of Target Tire. On November 4, 2004, we repaid the term loan, without penalty, with borrowings from the existing credit facility.

We anticipate that our principal use of cash going forward will be to meet working capital and debt service requirements, to make capital expenditures, and to fund acquisitions. Based upon current and anticipated levels of operations, we believe that our cash flow from operations, together with amounts available under our credit facilities, will be adequate to meet our anticipated requirements. There can be no assurance, however, that our business will continue to generate sufficient cash flow from operations in the future to meet these requirements or to service our debt, and we may be required to refinance all or a portion of our existing debt, or to obtain additional financing. These increased borrowings may result in higher interest payments. In addition, there can be no assurance that any refinancing would be possible or that any additional financing could be obtained. The inability to obtain additional financing could have a material adverse effect on us.

Repurchase of Senior Notes. As a result of significant losses in fiscal 2000 and 2001 at our discontinued operating retail segment, we encountered difficulty meeting debt service requirements. We completed a capital restructuring in March of 2002 to reduce our long-term debt, as well as meet working capital needs. As a part of this recapitalization, we repurchased $121.4 million in outstanding principal amount of the Series D senior notes at a purchase price of $535 per $1,000 in face amount of the Series D senior notes, plus accrued and unpaid interest of $4.5 million. We funded the repurchase of the Series D senior notes through several debt restructuring transactions. The restructuring transactions consisted of (i) an amendment to our existing credit facility to provide additional availability, (ii) a sale and leaseback of our three tire distribution warehouses generating cash proceeds of $13.9 million and (iii) an equity investment of $28.9 million from the issuance of 9,637,592 shares of Series D preferred stock to our existing stockholders. Concurrent with the repurchase of the Series D senior notes, we, the Subsidiary Guarantors and the Trustee executed a fourth supplemental indenture to the Series D senior notes indenture. The amendments to the Series D senior notes indenture were effected primarily to permit the restructuring transactions and make other related modifications.

EBITDA

We evaluate liquidity based on several factors, of which the primary financial measure is earnings from continuing operations before interest, taxes, depreciation and amortization, or EBITDA. EBITDA should not be considered an alternative to, or more meaningful than, cash flow as determined in accordance with accounting

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principles generally accepted in the United States. EBITDA as calculated and presented here may not be comparable to EBITDA as calculated and presented by other companies. The following table is a reconciliation of net cash provided by continuing operating activities to EBITDA:

	Fiscal Year
	2002			2003			2004
Net cash provided by continuing operating activities:	$	15,265		$	17,657		$	25,709
Changes in assets and liabilities		2,491			14,405			9,345
Deferred income tax expense		(22,570	)		(6,915	)		(1,847	)
Interest Expense		18,705			14,071			13,371
Income Taxes		24,783			11,089			16,236
Provision for Doubtful accounts		(2,036	)		(907	)		(320	)
Amortization of other assets		(1,221	)		(1,208	)		(1,156	)
Provision for obsolete inventory		4,832			12			91
EBITDA	$	40,249		$	48,204		$	61,429

EBITDA increased $13.2 million to $61.4 million in fiscal 2004 compared to $48.2 million in fiscal 2003. The increase in EBITDA is due primarily to the increase in sales and improvements in our gross profit margins, partially offset by the increase in selling, general and administrative expenses. EBITDA from the acquired operations of Big State and Target Tire, prior to the consolidation of Target Tire’s distribution centers, accounted for approximately $1.2 million of this increase.

EBITDA increased $8.0 million to $48.2 million in fiscal 2003 compared to $40.2 million in fiscal 2002. The increase in EBITDA is a result of higher gross profit margins partially offset by an increase in selling, general and administrative expenses.

Post-Transaction

Holdings

Holdings is a newly formed holding company and has no direct operations. Holdings’ only significant asset is its ownership of American Tire, and its only significant liabilities are the Holdings senior discount notes, Series B preferred stock, 8% cumulative mandatorily redeemable preferred stock and its guarantees of the amended and restated credit facility and the floating rate notes and the fixed rate notes.

Holdings’ principal source of liquidity is dividends from American Tire, and its principal use of cash will be for debt service beginning in 2007 and certain payments on its preferred stock as described below. The amended and restated credit facility, floating rate notes and fixed rate notes described below are obligations of American Tire and impose limitations on its ability to pay dividends to Holdings. For example, the indentures governing the floating rate notes and fixed rate notes permit payment of dividends to Holdings to satisfy its interest payments (beginning two years after issuance when such payments must be made in cash) and the mandatory partial redemption of Holdings senior discount notes in 2010, as well as any required payments on the Series B preferred stock, but only if there is no default or event of default under the applicable indenture at such time. The indentures otherwise limit the amount of “restricted payments,” including dividends, that we can make to an amount generally equal to 50% of its net income (as defined), subject to satisfaction of certain other tests and certain exceptions. American Tire’s amended and restated credit facility only permits dividends to Holdings to fund interest so long as American Tire is in compliance with all covenants and not in default under the credit agreement. As described above, our ability to generate net income will depend upon various factors that may be beyond our control. If American Tire is unable to provide sufficient funds to Holdings to satisfy its cash obligations it would then be required to secure alternate financing, which may not be available on acceptable terms, or at all.

American Tire

American Tire’s principal sources of liquidity is cash flow from operations and borrowings under its senior credit facility. American Tire’s principal use of cash going forward will be to meet working capital and debt service requirements, to make capital expenditures, and to fund acquisitions.

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Debt Service. On a pro forma basis, as of January 1, 2005, we would have had total debt of $475.3 million and $55.8 million of borrowings available under the senior credit facility, subject to customary conditions including satisfaction of a borrowing base condition. We have $7.0 million of outstanding letters of credit that will reduce availability under the senior credit facility.

The senior credit facility consists of a five-year $300.0 million revolving credit facility. Borrowings generally bear interest at (i) the Base Rate, as defined, or (ii) the Eurodollar Rate, as defined, plus the applicable margin. Beginning six months after closing, the applicable margin for the loans will vary based upon a performance based grid as defined in the agreement. The senior credit facility is secured primarily by our inventories and accounts receivable.

The floating rate notes will mature in 2012 and the fixed rate notes will mature in 2013 and are guaranteed by each of American Tire’s existing and future domestic restricted subsidiaries, other than immaterial subsidiaries and receivables subsidiaries. Interest on the fixed rate notes is payable semi-annually in cash. Interest on the floating rate notes is payable quarterly in cash.

Capital Expenditures. We anticipate that we will spend approximately $10.2 million on capital expenditures in 2005, $6.0 million in 2006, and $3.1 million each year thereafter. The 2005 spending plan includes continued spending on information technology upgrades. Based on current estimates, management believes that the amount of capital expenditures will be adequate to grow our business according to our business strategy and to maintain the properties and business of our continuing operations.

Working Capital. Working capital, on a pro forma basis, totaled approximately $181.6 million at January 1, 2005. We maintain sizable inventory in order to maintain our position as a critical link in the industry between vendors and consumers, and believe that we will continue to require working capital consistent with past experience. Our working capital needs are seasonal and we build working capital in the winter months when sales are slower in anticipation of the peak summer driving season, during which time our working capital tends to be reduced.

Distributions to Holdings. Holdings has no significant assets other than its equity in American Tire. Its cash needs include general administrative costs and amounts needed to service the Holdings senior discount notes, to redeem certain preferred stock and to pay dividends related thereto. In connection with the acquisition and related transactions, Holdings issued $51.5 million principal amount at maturity of its 13% senior discount notes due October 2013. The outstanding Holdings senior discount notes were issued at a substantial discount from their principal amount at maturity and generated gross proceeds of approximately $40.0 million. Prior to April 1, 2007 no interest will accrue on the Holdings senior discount notes. Instead the accreted value of the Holdings senior discount notes is accreting at a rate of 13% compounded semi-annually to an aggregate accreted value of $51.5 million, the full principal amount at maturity, on April 1, 2007. Thereafter interest will accrue at a rate of 13% per annum and will be payable in cash semi-annually. On April 1, 2010, Holdings will be required to redeem 12.165% of each Holdings senior discount note then outstanding at a redemption price of 100% of the principal amount at maturity of the portion of the Holdings senior discount notes so redeemed. See “Description of the Notes—Description of the Holdings Senior Discount Notes—Mandatory Redemption.” The applicable indenture contains customary restrictive covenants that, among other matters, limit the ability of Holdings and its subsidiaries, including American Tire, to incur debt, pay dividends and make investments. Neither American Tire nor any of its subsidiaries guarantee the Holdings senior discount notes. The Holdings senior discount notes are subject to repurchase at the option of the holders upon certain change of control and asset sale events. In addition, Holdings issued 8% cumulative mandatorily redeemable preferred stock with an initial liquidation preference of $20.0 million that will be mandatorily redeemable in 2015. In addition, in exchange for American Tire’s existing Series B preferred stock, Holdings issued Series B preferred stock. The new Series B preferred stock has an initial aggregate liquidation preference of $4.0 million, which amount will be reduced depending upon the number of tires we purchase from The Kelly-Springfield Tire Co., or Kelly-Springfield, bears cash dividends of up to the prime rate, to the extent that the number of tires we purchase falls below specified

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thresholds, and must be redeemed at 100% of liquidation preference in June 2007. Holdings’ preferred stock is subject to earlier redemption upon change of control events and, in the case of the Series B preferred stock, upon the early termination of the Kelly-Springfield tire supply contract. We expect American Tire to make distributions to Holdings as necessary to satisfy its cash needs. American Tire’s ability to make such distributions is limited by the indentures and the senior credit facilities.

Acquisitions. As a part of our business strategy, we will continue to look for acquisition opportunities in regions that are not well served by our existing distribution facilities. We cannot guarantee that any acquisitions will be consummated. If we do consummate any acquisition, it could be material to our business and require us to incur additional debt under our senior credit facilities or otherwise. There can be no assurance that additional financing will be available when required or, if available, that it will be on terms satisfactory to us.

Our principle sources of funds following the acquisition and related transactions are anticipated to be cash flows from operating activities and available borrowings under the senior credit facilities. We believe that these funds will provide us with sufficient liquidity and capital resources for us to meet our current and future financial obligations, including our scheduled principal and interest payments, as well as to provide funds for working capital, capital expenditures and other needs for at least the next twelve months. No assurance can be given, however, that this will be the case.

Contractual Commitments

Historical

As of January 1, 2005, we had certain cash obligations associated with contractual commitments. The amounts due under these commitments are as follows (dollars in millions):

	Total		2005		2006		2007		2008		2009		Thereafter
Long-term debt (variable rate)	$	186.1	$	—	$	—	$	—	$	186.1	$	—	$	—
Long-term debt (fixed rate)		33.1		1.8		1.6		0.9		28.7		0.1		—
Estimated interest payments (1)		67.3		13.6		13.6		13.5		3.9		1.7		21.0
Operating leases, net of sublease income		146.2		25.7		23.0		20.5		17.9		15.0		44.1
Capital leases		14.8		0.7		—		—		—		—		14.1
Total contractual cash obligations	$	447.5	$	41.8	$	38.2	$	34.9	$	236.6	$	16.8	$	79.2

(1) Represents the annual interest expense on fixed and variable rate debt. Projections of interest expense on variable rate debt are based on current interest rates.

We also have certain letters of credit outstanding at January 1, 2005 in the aggregate amount of $7.0 million.

Post-Transaction

The following table presents the contractual cash obligations of Holdings and its subsidiaries, including American Tire, as of January 1, 2005 on a pro forma basis after giving effect to the acquisition and related transactions (dollars in millions):

	Total		2005		2006		2007		2008		2009		Thereafter
Revolving credit facility	$	170.5	$	—	$	—	$	—	$	—	$	—	$	170.5
Notes offered hereby		341.5		4.0		5.9		1.6		—		—		330.0
Estimated interest payments (1)		331.1		31.2		38.5		43.5		45.1		45.1		127.7
8% cumulative mandatorily redeemable preferred stock		20.0		—		—		—		—		—		20.0
Estimated dividend payments		16.8		1.2		1.6		1.6		1.6		1.6		9.2
Operating leases, net of sublease income		146.2		25.7		23.0		20.5		17.9		15.0		44.1
Capital leases		14.8		0.7		—		—		—		—		14.1
Total contractual cash obligations	$	1,040.9	$	62.8	$	69.0	$	67.2	$	64.6	$	61.7	$	715.6

(1) Represents the annual interest expense on fixed and variable rate debt, including capital leases. Projections of interest expense on the amended and restated credit facility are based on an average of three-month LIBOR plus 1.50%. Projections of interest expense on the floating rate notes offered hereby are based on an average three-month LIBOR, plus 6.25% and on the fixed rate notes offered hereby at 10.75%. Actual interest payments could differ.

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We also have certain letters of credit outstanding at January 1, 2005 in the aggregate amount of $7.0 million.

In addition to the above, Holdings has obligations relating to the redemption of its 8% cumulative mandatorily redeemable preferred stock (initially, $20.0 million) in 2015 and contingent obligations relating to the payment of dividends on and the redemption of Holdings’ Series B preferred stock ($4.0 million at January 1, 2005) and we expect to make distributions to Holdings to satisfy such expenses and its other debt service needs described above.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions (see Note 1 in the Notes to Consolidated Financial Statements included elsewhere in this offering memorandum). We consider certain accounting policies, as described below, to be critical policies due to the high degree of judgment and complexity involved in each.

Revenue Recognition

We recognize revenue when title and risk of loss pass to the customer, which is upon delivery under free on board, or FOB, destination terms. We also permit customers from time to time to return certain products but there is no contractual right of return. We continuously monitor and track such returns and record an estimate of such future returns, which is based on historical experience of actual returns. While such returns have historically been within management’s expectations and the provisions established have been adequate, we cannot guarantee that we will continue to experience the same return rates that we have in the past. If future returns increase significantly, operating results would be adversely affected.

Inventories

Inventories are valued at the lower of cost, determined on the first-in, first-out, or FIFO, method, or market. We perform periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and record necessary provisions to reduce such inventories to net realizable value. If actual market conditions are less favorable than those projected by management, additional inventory provisions may be required.

Vendor Rebates

We receive rebates from our vendors under a number of different programs. These rebates are recorded in accordance with Emerging Issues Task Force, or EITF, Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Cash Considerations Received from a Vendor.” Many of the vendor programs provide for us to receive rebates when any of a number of measures is achieved, generally related to the volume of purchases. These rebates are accounted for as a reduction to the price of the product, which reduces the carrying value of inventory until the product is sold. Throughout the year, the amount of rebates is estimated based upon the expected level of purchases. These estimates are continually revised to reflect rebates earned based on actual purchase levels. Historically, actual rebates have been within the expectations used in the estimates.

If market conditions were to change, vendors may change the terms of some or all of these programs. Although these changes would not affect the amounts that have been recorded related to product already purchased, it may impact gross margins on products sold or revenues earned in future periods to the extent that the changes are not passed along to the customer.

Cooperative Advertising and Marketing Programs

We participate in cooperative advertising and marketing programs, or co-op, with our vendors. Co-op funds used to offset specific costs in selling and marketing the vendor’s products are reported as a reduction of selling,

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general, and administrative expenses at the time the qualifying advertising and marketing expenses are incurred. Co-op funds not used to offset specific costs are used to offset cost of goods sold in accordance with EITF Issue No. 02-16.

Post Retirement Benefits

We account for post retirement benefits in accordance with SFAS No. 106, “Employers’ Accounting for Post Retirement Benefits Other than Pensions” and SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Post Retirement Benefits—an amendment of FASB Statements No. 87, 88, and 106.” SFAS No. 106 requires us to accrue the cost of post retirement benefit obligations based on a number of actuarial assumptions including assumptions about the discount rate, expected return on plan assets, health care cost trend rates, and rate of future compensation increases. The actuarial assumptions used may differ materially from actual results, which may have a significant impact on the amount of post retirement expenses to be recognized in future periods.

Allowance for Doubtful Accounts

The allowance for doubtful accounts provides for losses believed to be inherent within our accounts receivable balance. Management evaluates both the creditworthiness of specific customers and the overall probability of losses based upon an analysis of the overall aging of receivables, past collection trends, and general economic conditions. Management believes, based on our review, that the allowance for doubtful accounts is adequate to cover potential losses. Actual results may vary as a result of unforeseen economic events and the impact those events could have on our customers.

Valuation of Goodwill and Other Intangible Assets

In July 2001, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 revises the accounting for purchased goodwill and intangible assets. Under SFAS No. 142, goodwill and intangible assets with indefinite useful lives are no longer amortized, but are tested for impairment annually and more frequently in the event of an impairment indicator. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives, and reviewed for impairment at least annually. We adopted the provisions of SFAS No. 142 effective first quarter of fiscal 2002. In accordance with SFAS No. 142, we performed the required annual impairment test in fourth quarter of fiscal years 2004, 2003 and 2002 and determined that no goodwill impairment existed. Fair value was computed by utilizing a variety of methods, including discounted cash flow and market multiple models. We will continue to perform goodwill impairment reviews annually or more frequently if facts or circumstances warrant a review. Future adverse developments in market conditions or our current or projected operating results could cause the fair value of our goodwill to fall below the carrying value, requiring an impairment charge.

Deferred Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. Management has evaluated our deferred tax assets and has concluded that the realizability of the deferred tax assets is more likely than not. As a part of this evaluation, we determined that a decrease in the valuation allowance previously established for certain deferred tax assets for state net operating loss carry-forwards relating to the sale of Winston was required. Accordingly, we recorded a non-cash benefit in the fourth quarter of fiscal 2004 of $0.5 million to reduce the valuation allowance from $1.0 million to $0.5 million. The valuation allowance was further adjusted to zero in connection with writing off the remaining deferred tax asset as we determined these assets would not be

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recoverable. Our ability to generate future taxable income is dependent on numerous factors including general economic conditions, the state of the replacement tire market, and other factors beyond our control. Therefore, there can be no assurance that we will meet this expectation of future taxable income. Changes in expected future income could lead to an additional valuation allowance against deferred tax assets.

Recently Issued Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The amendments made by SFAS No. 151 will improve financial reporting by requiring that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) be recognized as current-period charges and by requiring the allocation of fixed production overheads to inventory based on the normal capacity of production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not expect the adoption SFAS No. 151 to have a material impact on our consolidated financial position or results of operations.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), “Share-Based Payment,” or SFAS No. 123R. For non-public companies, as defined, the provisions of SFAS No. 123R are effective for reporting periods beginning after December 15, 2005. The new statement requires compensation expense associated with share-based payments to employees to be recognized in the financial statements based on their fair values. We currently account for stock option grants in accordance with APB No. 25 and its related interpretations. Accordingly, no compensation expense has been recorded in our consolidated statements of operations. Upon the adoption of SFAS 123R, we will be required to apply the provisions of the statement prospectively for any newly issued, modified or settled award after the date of initial adoption. We are in the process of evaluating the impact the requirements of this statement will have on our consolidated financial statements.

Quantitative and Qualitative Disclosure About Market Risk

Our results of operations are exposed to changes in interest rates primarily with respect to borrowings under the existing credit facility, where interest rates are tied to the Base Rate, as defined in the agreement, or LIBOR. At January 1, 2005, we had $186.1 million outstanding under the existing credit facility, of which $136.1 million was not hedged by an interest rate swap agreement and was thus subject to exposure to interest rate changes. An increase of 1% in such interest rate percentages would increase our annual interest expense by $1.4 million, based on borrowings that have not been hedged at January 1, 2005.

On a pro forma basis, giving effect to the acquisition and related transactions, our outstanding variable rate debt would be $310.5 million, of which $260.5 million was not hedged by an interest rate swap agreement, and a 1% change in interest rates would change our interest expense by $2.6 million.

During second quarter 2003, we entered into an interest rate swap agreement, or swap, to manage our exposure to fluctuations in interest rates. The swap represents a contract to exchange floating rate interest payments for fixed interest payments periodically over the life of the agreement without exchange of the underlying notional amount. The notional amount of the swap is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. At January 1, 2005, the swap covers a notional amount of $50.0 million of debt at a fixed interest rate of 2.14% and expires in June 2006. This swap has not been designated for hedge accounting treatment. Accordingly, we recognize the fair value of the swap in the accompanying consolidated balance sheets and any changes in the fair value are recorded as adjustments to interest expense in the accompanying consolidated statements of operations. The fair value of the swap is the estimated amount that we would pay or receive to terminate the agreement at the reporting date. The fair value of the swap was an asset of $0.8 million and $0.2 million at January 1, 2005 and December 27, 2003, respectively, and is included in other assets in the accompanying consolidated balance sheets. As a result of the change in fair value, $0.5 million and $0.2 million net reductions to interest expense were recorded for the years ended January 1, 2005 and December 27, 2003, respectively.

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BUSINESS

Our Company

We are the leading distributor of tires to the replacement tire market in the United States and provide a critical link between tire manufacturers and the highly fragmented retail tire sales channel. Through our 71 distribution centers, we offer approximately 60,000 stock keeping units, or SKUs, to our approximately 35,000 customers, generally on a same or next day basis. As a result, our customers utilize our broad product offering to offer a comprehensive product lineup that they would be unable to otherwise provide on a stand alone basis due to working capital, logistics and warehouse constraints. We believe our position as the leading intermediary between tire manufacturers and a very fragmented customer base makes us an important distribution partner to the tire manufacturers. Our industry leading market share increased from an estimated 1.7% in 1995 to 5.9% in 2004 as a result of above-market organic growth and targeted acquisitions, making our revenue approximately four times the estimated comparable revenue of our closest wholesale competitor. We believe that our size and broad geographic footprint give us a substantial scale advantage over our competitors, all of whom are regionally focused. For the 2004 fiscal year, we generated pro forma net sales of $1,393.7 million and pro forma adjusted EBITDA of $77.6 million.

We believe we have the broadest product offering in our industry, supplying our customers with 11 of the top 12 leading tire brands. We believe we are the only distributor that carries the flag brands of all four of the largest tire manufacturers: Bridgestone, Continental, Goodyear and Michelin. In addition to flag brands, we also sell associate and private label brand tires, custom wheels and accessories and related service equipment. We believe our large, diverse product offering allows us to better penetrate markets by being able to provide a wide spectrum of products at multiple price points.

We serve a highly diversified customer base. Our core customers consist of approximately 11,000 independent tire outlets that generate over 75.0% of our net sales. In addition to our extensive inventory and same or next day distribution capabilities, we provide our customers with sales and product support services, including a sophisticated ordering and logistics system, to maximize their ability to sell tires, custom wheels and accessories. These valuable services, as well as the deep level of commitment we have to the business operations of our customers, have resulted in a strong and stable position within the industry.

We were founded in North Carolina as The J.H. Heafner Company, Inc. in 1935. In 1999, we reincorporated in Delaware and changed our name to Heafner Tire Group, Inc. In 2002, we changed our name to American Tire Distributors, Inc. The new name was part of our transition from a collection of companies joined through acquisition, into a single unified company. In the two years that followed, we divested our retail operations in order to concentrate on our core wholesale tire distribution business.

Holdings

Holdings is a newly created company that has no significant assets or operations other than its ownership of American Tire.

Competitive Strengths

We believe our key competitive strengths include:

Leading Market Position. We are the leading replacement tire distributor in the United States with an estimated national market share of 5.9%. We believe our revenue is approximately four times the estimated comparable revenue of our closest wholesale competitor. We believe that the key benefits of our scale include: an ability to efficiently carry an extensive inventory; an ability to invest in sales tools and technologies to support our customers; and operating efficiencies from our scalable infrastructure. We believe our leading market

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position, combined with the fact that we, unlike our principal competitors, do not own retail businesses that compete with our customers, enhances our ability to increase sales to existing customers, attract new customers and enter into new markets.

Extensive Distribution Network. We have the largest independent aftermarket tire distribution network in the industry with 71 distribution facilities and 700 trucks serving 36 states. Utilizing our sophisticated inventory management and logistics technology, we believe we deliver 88.0% of our orders on a same or next day basis. As a result, we believe that we have an excellent reputation with our customers for providing a high level of prompt customer service.

Broad Product Offering. We believe we offer the most comprehensive selection of tires in the industry, with timely access to approximately 60,000 SKUs. We supply 11 of the top 12 leading tire brands and we believe we are the only distributor that carries the flag brands of all four of the largest tire manufacturers: Bridgestone, Continental, Goodyear and Michelin. We also offer a number of high quality, private label product lines. In addition to branded and private label tires, we also sell associate brand tires, custom wheels and accessories and related service equipment. We believe that our broad product offering has been a significant factor in attracting and retaining many of our customers.

Diversified Customer Base. We sell our products to approximately 35,000 customers, including both national and regional tire dealer chains, car dealerships and other independent tire outlets. In 2004, no single customer accounted for more than 2.0% of our net sales while our top 25 customers accounted for less than 10.0% of our net sales.

Superior and Distinctive Technology. We have invested in sophisticated ordering and logistics technology that provides order processing, warehousing and fulfillment functions, which we believe to be the most efficient in the industry. Our Heafnet system, introduced in 1996, offers customers instant online access to our inventory, allowing dealers to check the price and availability of products and place orders on a 24/7 basis. Approximately 36.0% of our orders in 2004 were placed online using Heafnet, up from 7.0% in 2001. We have also invested in our logistics technology, including routing and global positioning software systems, to capture additional distribution efficiencies.

Strong Working Capital Management and Low Capital Expenditures. We are able to generate cash flows while maintaining sizeable inventory as our inventory controls and vendor relationships enable us to closely monitor and effectively manage our working capital. Furthermore, our scalable operating platform has allowed us to increase sales volume without significant incremental costs or capital expenditures. During the period from 2001 to 2004, our annual maintenance capital expenditures have averaged approximately $2.0 million to $3.0 million. In addition, our bad debt write-offs have historically been less than 0.1% of sales due to strong credit and collection procedures.

Experienced Senior Management Team. Our senior management team, led by our Chief Executive Officer, Dick Johnson, and our President, Bill Berry, is comprised of seasoned industry professionals and veterans of our company. Our senior management has an average of over 20 years of distribution experience and over 15 years with our predecessor companies or us. Following this offering, our senior management team collectively will hold approximately 4.0% of the capital stock of our parent company.

Business Strategy

We intend to continue to expand our business, enhance our market position and increase our revenues and cash flow by focusing on the following:

Expand Our Share of Existing Customers’ Business. We plan to expand our market share with existing dealers through greater penetration of existing brands as well as branded product expansion. As part of our strategy to grow our market share with existing customers, we have expanded our supplier relationships. In 2002,

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we enhanced our long standing relationship with Goodyear by obtaining distribution rights for the Goodyear brand. In 2004, we established new relationships with Continental, General and Cooper. According to Modern Tire Dealer, these four brands have a combined market share of over 25.0% in the U.S. passenger car and light truck tire market. We expect to generate additional revenue from these brands through full distribution across our broad geographic footprint.

Leverage Our Existing Infrastructure to Expand into Underserved Customer Markets. Our distribution infrastructure provides considerable operating leverage because the cost of adding additional customers that can be served by an existing distribution center, through the addition of truck routes or stops, is low. For example, we recently entered into a supply arrangement with General Motors covering approximately 3,700 GM automobile dealerships. These GM dealerships can be serviced by our existing distribution centers and are not currently expected to require any additional truck routes. Our technology platform is also fully scalable to accommodate additional distribution centers as necessary to expand efficiently into a new region. In addition, we plan to continue increasing our fill-in business at national and regional chains and tire manufacturer owned stores.

Focus on Higher Profit Products. We plan to continue to focus on increasing the mix of high and ultra high performance tires in our product line and on shifting customers from private and associate brands to flag brands, which provide us with a higher profit per tire. The shift to larger rim diameter products also enhances profit per tire. In 2003, we established supply arrangements with Pirelli and Nitto, who selected us because of our distribution capability. We intend to build demand for both of these brands through our sales force and distribution network. We are also working closely with independent tire retailers, automobile dealers and specialty shops to increase our sales of high margin custom wheels and tire services equipment, tools and supplies.

Capitalize on Profit Enhancement Opportunities. We remain committed to managing our cost structure to increase profitability. As we have expanded our market presence, we have been able to effectively leverage our highly scalable distribution infrastructure to achieve higher growth and increased margins. For example, our utilization of logistics technology, including our GPS applications, has improved distribution efficiency and profitability. We are currently in the process of further enhancing our pricing discipline and expense controls through a strategic segmentation of our customer base. This initiative provides incentives for smaller customers to provide us with a larger share of their business and focuses our sales efforts on larger, more profitable customers.

Selectively Pursue Acquisitions. We believe we are well suited to capitalize on opportunities to acquire smaller companies with key customer relationships. Our acquisition strategy consists of increasing our share in existing markets, adding distribution in new or complementary regions and utilizing our scale to realize cost savings. In addition, we believe acquisitions in our existing geographic markets provide the opportunity for significant cost savings. Over the past year, we have successfully acquired and integrated two businesses representing $160.0 million in annual net sales for fiscal 2004. We believe that this experience will help us to pursue suitable acquisition opportunities in the future and integrate them successfully. Consistent with this strategy, we continue to evaluate potential acquisition targets. However, at this time, we are not party to any definitive agreement for any such acquisition.

Products

We sell a broad selection of flag, associate and private label tires, as well as custom wheels and accessories and related service equipment. In 2004, on a pro forma basis, tire sales accounted for approximately 87.5% of net sales, custom wheels accounted for 7.0% and related service equipment accounted for 5.5%.

Tires

Our net tire sales were $1,220.0 million, $968.4 million and $924.4 million, respectively, in 2004 (on a pro forma basis), 2003 and 2002. In 2004, on a pro forma basis, approximately 85.6% of our net tire sales were for passenger cars and light trucks. We also sell tires for medium trucks, farm vehicles and other specialty tires, as well as tire tubes. We carry 11 of the top 12 leading brands, with the 12th being one of our competitor’s private labels.

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Flag brands. Our flag brands have high consumer recognition and generate higher per tire profit than associate or private label brands. We believe we are the only distributor that carries the flag brands from all four of the largest tire manufacturers: Bridgestone, Continental, Goodyear and Michelin. As a part of our flag brand portfolio, we also carry high and ultra high performance tires, including such brands as Nitto and Pirelli.

We believe that our ability to effectively distribute a wide variety of SKUs for our flag brands is key to our success. The overall replacement tire market is highly fragmented and, according to Tire Review Magazine, the top ten passenger car tire brands account for less than 60.0% of total replacement units. We believe this is the result of two factors. First, automobile manufacturers utilize a wide variety of tire brands and sizes for original equipment. Second, owner loyalty to original equipment is relatively high, as approximately one half of all new passenger car and light truck owners replace their tires with the same equipment. As a result, in order to be competitive, tire dealers, and particularly independent tire outlets, must be able to access a broad range of inventory quickly. Our customers can use our wide product offering to sell a comprehensive product lineup that they would be unable to provide on a stand alone basis due to working capital constraints and limited warehouse capacity.

Our high and ultra high performance tires are our highest profit products and also have relatively shorter replacement cycles. For the same reasons as other flag brands, but to an even greater degree, we believe working capital and inventory constraints make these tires difficult for dealers to efficiently stock. High and ultra high performance tires have shown significant growth as compared to the overall market. According to Modern Tire Dealer magazine, the number of units sold in this subcategory increased by 18.3% industry wide from 2003 to 2004.

Associate brands. Associate brands are primarily lower priced tires, manufactured by well known manufacturers. Our associate brands include Dayton, Gillette, Monarch and SteelMark. These products allow us to offer tires in a wider price range. In addition, associate brands are attractive to our dealers because they may count towards the various manufacturer incentive programs.

Private label brands. Private label brands are lower priced tires made by tire manufacturers exclusively for and marketed by independent tire wholesale distributors and/or retailers. The private label brands we own include DynaTrac, Regul, Winston and Wynstar. Our private labels allow us to sell differently branded tires to locally competitive dealers, increasing our overall market penetration.

Custom Wheels and Accessories

We offer over 140 different styles of wheels, resulting in over 8,000 total SKUs. In addition to branded wheel products, we distribute high quality custom wheels under brands owned by us, including ICW, Pacer, Drifz and CruiserWire. In addition to being a relatively high margin product, custom wheels are complementary to our tire products. According to Modern Tire Dealer magazine, 72.0% of custom wheel consumers purchase tires when purchasing wheels. Customers can order custom wheels from us along with their regular tire shipments without the added complexity of being serviced by an additional vendor. On a pro forma basis, our net sales of custom wheels in 2004 was $97.0 million.

Equipment, Tools and Supplies

We supply our customers with tire service equipment, tools and supplies from leading manufacturers. This equipment includes wheel alignment, tire changer and automotive lift machinery. These products broaden our portfolio and leverage our customer relationships. We distribute alignment service equipment manufactured by Hunter Engineering Company and tire changers and balancers built by Hennessey Industries, Inc. (a division of the Danaher Corporation), both leading manufacturers in their respective fields. On a pro forma basis, our net sales of equipment, tools and supplies in 2004 was $76.7 million.

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Distribution System

We have designed our distribution system to deliver products from a wide variety of vendors to our highly fragmented customer base. We believe that as tire manufacturers have reduced the number of direct customers they serve, we have become a more critical link between those two groups.

We utilize a sophisticated inventory and delivery system to distribute most of our products to our customers on a same or next day basis. In most of our 71 distribution facilities, we have sophisticated bin locator systems, material handling equipment and routing software that tie customer orders, inventory and delivery routes in a seamless manner. We believe this system, which is integrated with our Heafnet online ordering system, gives us a competitive advantage by allowing us to ship customer orders quickly while reducing labor costs. Our logistics and routing technology uses UPS software packages and GPS systems to optimize route design and delivery capacity. Coupled with our fleet of over 700 trucks, this technology enables us to make multiple daily or weekly shipments to customers, as necessary. With this distribution infrastructure, we believe we fulfill approximately 88.0% of our customers’ orders on a same or next day basis.

Approximately 80.0% of our products are shipped directly by tire manufacturers to our distribution centers. The remaining 20.0% of our products are shipped by suppliers to our mixing centers in Maiden, North Carolina and Lincoln, Nebraska. These mixing centers allow us to warehouse slower moving and foreign manufactured products, which are forwarded to the distribution centers as needed.

Marketing and Customer Service

Our marketing efforts are focused on driving growth through customer service, additional product placement and market expansion. We market our products and services through a number of methods, including online initiatives and specialized sales teams. We have organized our sales organization to best service our existing customers and develop new prospective customers. As the manufacturers have reduced their own sales staffs, our sales force has assumed the consultative role manufacturers previously provided. Additionally, we have established a segmented pricing system that allows us to effectively manage pricing across our customer base.

Sales Force

Our tire sales force consists of sales personnel located at each distribution center and an administrative group located at our field support center in Huntersville, North Carolina. The sales personnel located at each distribution center consist of outside and inside sales people as well as customer service representatives. This sales team focuses on local independent dealer customers. The outside sales people visit their targeted customers to advance our business, while the inside sales people remain on site, making client contact by telephone to advance specific products or programs. The customer service representatives take orders from tire dealers. The administrative tire sales organization handles national accounts, including automobile dealerships, to maximize the benefits of centralized sales organization. This administrative tire sales organization also includes brand managers that coordinate the major tire manufacturers’ programs with our distribution center sales force. We also have a call center to handle calls at peak call times of the day to minimize customer wait time.

Our custom wheel sales group has sales and technical support personnel in the field and performance specialists in each region. The sales force’s responsibilities include cultivating new prospective wheel customers and coordinating with tire sales professionals to cover existing accounts. The technical support professionals provide answers to customer questions regarding style and fitment. We also have established a dedicated equipment, tools and supplies sales force that works with the administrative tire sales force specifically to sell related service equipment, tools and supplies.

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Heafnet and Wheel Wizard

Heafnet provides our customers with web-based online ordering and 24/7 access to our inventory availability and pricing. The orders are automatically processed and printed in the appropriate distribution center within minutes of entry. Heafnet allows customers to track their account balances and we are enhancing its capability so that users can also track expected deliveries. As this system represents a lower cost method of order entry, we have encouraged our customers to use this system. In 2004, approximately 36.0% of our orders were placed online using Heafnet, up from 7.0% in 2001.

In addition to providing customer service around our suppliers’ incentive programs, we offer Heafnet Rewards for Heafnet online users. Dealers earn rewards points each time an order is placed online with us. Rewards points can be redeemed for airline tickets, gifts, vacation packages and other awards, depending on the point value of the prize chosen.

Wheel Wizard is a web-based program that serves as both a marketing tool and technical resource for our customers. As a marketing tool, it allows our customers’ clients to visualize our wheels on their cars, which we believe helps to encourage sales. As a technical resource, it provides detailed wheel mounting and other installation related data to assist our dealers in properly selling custom wheels.

Manufacturer Programs

Individual manufacturers offer a variety of programs for dealers that sell their products, such as Michelin’s Alliance, Goodyear’s G3X and Bridgestone’s Tirestarz. These programs, which are relatively complex, provide cooperative advertising funds, volume discounts and other incentives. As part of our service to our customers, we manage these programs for the manufacturers and enhance these programs through dedicated staff to assist dealers in managing their participation. We believe these enhancements, combined with our customer service, provide significant value our customers.

In 2000, we introduced AutoEdge, a proprietary marketing program through which dealers can offer consumers the convenience of nationwide tire and service warranties (through third party warranty providers) and a nationally accepted credit card. In 2004, as a result of our acquisition of Target Tire, we acquired membership in the American Car Care organization for several areas we serve. This organization operates programs similar to AutoEdge throughout much of the country.

Our Xpress Performance program, also introduced in 2000, provides dealers with ultra high performance products shipped via UPS. In addition, Xpress Performance offers the technical knowledge to answer tire and wheel fitment questions and the ability to decrease inventory investment. By offering a business-to-business direct shipment program featuring performance tires, wheels and suspension products, dealers have the ability to better offer these premium products to their customers.

Customers

We distribute tires and related automotive products principally to independent tire outlets. Our other customers include national and regional retail chains, service stations, general automotive repair facilities, auto parts stores, automobile dealers and specialty automotive repair facilities. In 2004, our operations served approximately 35,000 customers each month in 36 states. Our customers are principally located in the mid-Atlantic, lower Midwestern and Southern states as well as California and Arizona. Our largest customer and its subsidiaries accounted for less than 2.0%, and our top twenty five customers accounted for less than 10.0%, of net sales.

Car dealerships are focused on growing their service business in an effort to expand profitability and we believe they view having replacement tire capabilities as an important service element. In this regard, we were

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approached by General Motors to service approximately 3,700 of their individual car dealerships located within our distribution footprint. We successfully tested this program in 2004 and we expect the program to be fully rolled out in the first half of 2005. We are currently in discussions with other car manufacturers to implement similar programs with them and their network of dealerships.

Suppliers

We purchase our tires from several sources, including the four largest tire manufacturers: Bridgestone, Continental, Goodyear and Michelin. These companies also make many of our private label brands. For example, Winston tires are manufactured exclusively by Goodyear and Regul tires are manufactured by Michelin.

Our supply arrangements with our major suppliers are generally oral or written arrangements, which are renegotiated annually, with the exception of a long term contract with Kelly Springfield, a division of Goodyear. Although we can make no assurance that these arrangements will be renewed, or renewed on favorable terms, we have conducted business with our major tire suppliers for many years and we believe that we have good relationships with all of our major suppliers. We purchased approximately 71.5% of our tire products in 2004 from three tire suppliers and we do not have long term supply agreements with these vendors for purchases of the vendor’s branded products. Our operating results could be adversely affected if we were unable to purchase tires from these three suppliers.

There are a number of worldwide manufacturers of wheels and other automotive products and equipment. Most of the wheels we purchase are private label custom brands, namely Pacer, CruiserWire, Drifz and ICW, and are produced by a variety of manufacturers. We purchase equipment and other products from multiple sources, including industry leaders such as Hunter Engineering and Hennessey Industries.

Competition

The industry in which we operate is highly competitive and fragmented. Tire manufacturers distribute tires to the retail market by direct shipments to independent tire outlets, national retail chains and manufacturer owned retail stores, as well as through shipments to independent wholesale distributors like us. There are approximately 200 independent wholesale distributors in the United States. We compete with a number of tire distributors on a regional basis. Our main competitors include: TCI Tire Centers, Carroll and Am-Pac Tire, some of whom have retail operations which compete with their distribution customers. We also face some competition from mail order and smaller regional companies.

We believe that the principal competitive factors in our business are reputation, breadth of product offering, delivery frequency, price and service. We believe that we compete effectively in all aspects of our business due to our ability to offer a broad selection of flag and private label branded products, our competitive prices and our ability to provide quality services in a timely manner.

Information Systems

Our main computer system consists of programs developed in-house by our programming staff. The main functions of the system include order entry, invoicing, inventory control, procurement, accounts payable, accounts receivable and warehouse management. We are currently implementing a three year program conversion to Oracle in order to accommodate our integrated operations and increased volume of business. We have already implemented the general ledger as well as a portion of accounts payable and inventory functions on Oracle. We expect to complete the conversion to Oracle in 2006. For more information, see “Risk Factors—Risks Relating to Our Company—We are currently implementing the migration of critical financial functions to a new computer system. If this transition is not successful, our business and operations could be disrupted and our operating results would be harmed.”

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Trademarks

The private label brand names under which we market our products are trademarks of our company. Those private label brand names are considered to be important to our business because they develop brand identification and foster customer loyalty. All of our trademarks are of perpetual duration as long as they are periodically renewed. We currently intend to maintain all of them in force. The principal private label brand names under which we market our products are:

• DYNATRAC^® tires;

• REGUL^® tires;

• WINSTON^® tires;

• WYNSTAR^® tires;

• Cruiser Wire^® custom wheels;

• DRIFZ^® custom wheels;

• ICW^® custom wheels;

• PACER^® custom wheels; and

• MAGNUM^® automotive lifts.

Our other trademarks include:

• American Tire Distributors^®;

• HEAFNET^®; and

• WHEEL WIZARD^®.

Seasonality and Inventory

We typically experience our highest sales levels from March through October of each fiscal year, while sales levels are generally lower during the period from November through February. Our inventories generally fluctuate with anticipated seasonal sales volumes. We believe that we maintain levels of inventory that are adequate to meet our customers’ needs on short notice. Since customers look to us to fulfill their needs on short notice, backlog of orders is not a meaningful statistic for us.

Environmental Matters

Our operations and properties are subject to federal, state and local laws and regulations relating to the use, storage, handling, generation, transportation, treatment, emission, release, discharge and disposal of hazardous materials, substances and wastes and relating to the investigation and clean up of contaminated properties, including off-site disposal locations. We do not incur significant costs complying with environmental laws and regulations. However, we could be subject to material environmental costs, liabilities or claims in the future, especially in the event of changes in existing laws and regulations or in their interpretation.

Employees

As of January 31, 2005, our continuing operations employed approximately 2,074 people. None of our employees are represented by a union. We believe our employee relations are satisfactory.

Description of Properties

Our principal properties are geographically situated to meet sales and operating requirements. All of our properties are considered to be adequate to meet current operating requirements. As of January 1, 2005, we had a total of 71 warehouse distribution centers located in 23 states, aggregating approximately 5.3 million square feet. Of these centers, four are owned and the remainder are leased.

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We also lease our principal executive office, located in Huntersville, North Carolina. This lease will expire in 2010.

Many of our leases contain provisions prohibiting a change in control of the lessee or permitting the landlord to terminate the lease or increase rent upon a change in control of the lessee. These provisions will be applicable to the acquisition and related transactions. Based primarily upon our belief that (i) we maintain good relations with the substantial majority of our landlords, (ii) most of our leases are at market rates and (iii) we have historically been able to secure suitable leased property at market rates when needed, we believe that these provisions will not have a material adverse effect on our business or financial position.

Legal Proceedings

We are involved from time to time in various lawsuits, including alleged class action lawsuits arising out of the ordinary conduct of our business. Although no assurances can be given, we do not expect that any of these matters will have a material adverse effect on our business or financial condition. We are also involved in various proceedings incidental to the ordinary course of our business. We believe, based on consultation with legal counsel, that none of these will have a material adverse effect on our financial condition or results of operations.

We have recently been notified of a claim by a local tire distributor in Texas, also named American Tire Distributors, Inc., alleging that our name infringes their use of their trademark and seeking various remedies. While we can provide no assurances, we do not believe this claim will have a material effect on our financial condition or results of operations.

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MANAGEMENT

Directors and Executive Officers

The following table contains information regarding our directors and executive officers as of the date of this prospectus. The board of directors and executive officers of Holdings is identical to American Tire. Directors hold their positions until the annual meeting of the stockholders, at which time their term expires, or until their respective successors are elected and qualified. Executive officers hold their positions until the annual meeting of the Board of Directors or until their respective successors are elected and qualified.

Name	Age	Position
Richard P. Johnson	57	Chairman, Chief Executive Officer and Director
William E. Berry	50	President and Chief Operating Officer
J. Michael Gaither	52	Executive Vice President, General Counsel and Secretary
Scott A. Deininger	42	Senior Vice President of Finance and Administration and Treasurer
Daniel K. Brown	51	Senior Vice President—Procurement
Phillip E. Marrett	54	Senior Vice President—Sales and Marketing
Christopher Stadler	40	Director
Steven Puccinelli	46	Director
Donald Hardie	37	Director
Alain Redheuil	56	Director
Randy Peeler	40	Director
Joel Beckman	49	Director
Joseph P. Donlan	58	Director
James O. Egan	56	Director

Richard P. Johnson—Chairman, Chief Executive Officer and Director. Mr. Johnson became Chairman and Chief Executive Officer in May 2003. Mr. Johnson had been our President and Chief Executive Officer since January 2001 and prior to that time, served as President of our Southeast Division. He joined ITCO Logistics Corporation (which merged with us in 1998) as President and Chief Operating Officer in February 1997. He served as Senior Vice President of Albert Fisher Distribution from 1991 to 1994, and as its President and Chief Operating Officer from 1994 to 1996. Prior to that time, Mr. Johnson held a variety of management positions with Leprino Foods, Sargento Cheese and Kraft Foods. He holds an A.A. from Palm Beach College.

William E. Berry—President and Chief Operating Officer. Mr. Berry became President and Chief Operating Officer in May 2003. Prior to that time and since January 2002, Mr. Berry had been our Executive Vice President and Chief Financial Officer. Mr. Berry joined us in May 1998 as a result of the merger with ITCO and served as Senior Vice President of Finance for the Southeast Division. Prior to that, he joined ITCO Tire Company as Controller in 1984 and served as its Senior Vice President of Finance until 1996. From 1996 to the merger with us, he served as ITCO’s Executive Vice President in charge of business development and sales and marketing. Prior to that, Mr. Berry held a variety of financial management positions for a subsidiary of the Dr. Pepper Company and also spent three years in a public accounting firm. He holds a B.S. in Business Administration from Virginia Tech.

J. Michael Gaither—Executive Vice President, General Counsel and Secretary. Mr. Gaither became Executive Vice President in May 1999, and prior to that time since joining us in 1991, served as our Senior Vice President, General Counsel and Secretary. He served as Treasurer from February 2001 to June 2003. Prior to that time, he was a lawyer in private practice for several years. He holds a B.A. from Duke University and a J.D. from the University of North Carolina-Chapel Hill.

Scott A. Deininger—Senior Vice President of Finance and Administration and Treasurer. Mr. Deininger joined us in July 2003. Prior to that, Mr. Deininger served as Vice President and Corporate Controller of Safety-

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Kleen Corporation from January 2001 to June 2003. From April 1998 to January 2001, Mr. Deininger served as Vice President of Finance and Chief Financial Officer of Carmeuse North America and held various other financial management positions within the company. Prior to joining Carmeuse, Mr. Deininger spent eight years with KPMG. Mr. Deininger is a Certified Public Accountant and holds a B.S. in Accounting from York College of Pennsylvania.

Daniel K. Brown—Senior Vice President—Procurement. Mr. Brown joined us in 1975 and held various field sales assignments before becoming Marketing Manager in 1979. He advanced to Director of Marketing and to Vice President of Marketing during the 1980’s and was named Vice President of Sales and Marketing in 1991, assuming responsibility for distribution center operations. In 1997 he was named Senior Vice President of Sales and Marketing with responsibility for vendor relations and program negotiations as well as our sales and marketing activities. Mr. Brown holds a B.A. from Western Carolina University.

Phillip E. Marrett—Senior Vice President—Sales and Marketing. Mr. Marrett joined us in 1998 as Regional Vice President in the Southeast Division. Prior to joining us, Mr. Marrett worked for ITCO Tire from 1997 to 1998 and Dunlop Tire from 1976 to 1996.

Christopher Stadler—Director. Mr. Stadler became a Director following the acquisition and related transactions. He is an executive officer of Investcorp or one or more of its wholly owned subsidiaries. Mr. Stadler joined Investcorp in 1996. Prior to joining Investcorp, Mr. Stadler was Director of Corporate Finance at Credit Suisse First Boston and prior to Credit Suisse First Boston, Mr. Stadler was Managing Director of private equity investments for the Davis Companies. From 1986 to 1995, he worked as a Managing Director at Bankers Trust. Mr. Stadler holds a B.A. in Economics from Drew University and an M.B.A. in Finance from Columbia University, New York.

Steven Puccinelli—Director. Mr. Puccinelli became a Director following the acquisition and related transactions. He is an executive officer of Investcorp or one or more of its wholly owned subsidiaries. Mr. Puccinelli joined Investcorp in 2000. Prior to joining Investcorp, Mr. Puccinelli worked for 15 years at Donaldson, Lufkin and Jenrette, where he held several positions, most recently Managing Director and Head of the Retail and Consumer Industry Group. Mr. Puccinelli holds a B.S. in Business Administration from the University of California, Berkley, and an M.B.A. from Harvard Business School.

Donald Hardie—Director. Mr. Hardie became a Director following the acquisition and related transactions. He is an executive officer of Investcorp or one or more of its wholly owned subsidiaries. Mr. Hardie joined Investcorp in 2002. Prior to joining Investcorp, Mr. Hardie was a principal with 212 Ventures. Prior to 212 Ventures, Mr. Hardie worked as a Vice President in the Leveraged Finance and Sponsor Coverage Groups of Deutsche Bank and held a similar position at Credit Suisse First Boston. Prior to that, Mr. Hardie was an Associate with White & Case LLP. Mr. Hardie holds a B.A. in English Literature and Finance from the University of Virginia and a J.D. from New York University School of Law.

Alain Redheuil—Director. Mr. Redheuil became a Director following the acquisition and related transactions. He is an executive officer of Investcorp or one or more of its wholly owned subsidiaries. Mr. Redheuil joined Investcorp in 2004. Prior to joining Investcorp, Mr. Redheuil was chief executive at Rexel SA and prior to Rexel SA, Mr. Redheuil was a member of the executive committee of Pinault-Printemps-Redoute for six years. Mr. Redheuil worked for 12 years at Michelin as COO for Europe sales marketing and distribution, Vice President and CFO of Michelin Canada and Plant Manager in Nigeria and France.

Randy Peeler—Director. Mr. Peeler became a Director following the acquisition and related transactions. He is a Managing Director of Berkshire Partners. Mr. Peeler joined Berkshire Partners in 1996. From 1994 to 1996, Mr. Peeler was responsible for new business ventures at Health Advances. Prior to that time, Mr. Peeler served as Chief of Staff to the Assistant Secretary for Economic Policy at the U.S. Department of the Treasury. Prior to that, Mr. Peeler was a consultant with Cannon Associates.

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Joel Beckman—Director. Mr. Beckman became a Director following the acquisition and related transactions. He is a founder and Managing Partner of Greenbriar Equity Group LLC. Prior to founding Greenbriar in 2000, Mr. Beckman was a Managing Director and Partner of Goldman, Sachs & Co., which he joined in 1981.

Joseph P. Donlan—Director. Mr. Donlan has been our Director since May 1997. He is Managing Director of Brown Brothers Harriman & Co. and Co-Manager of its 1818 Mezzanine Fund, L.P., and 1818 Mezzanine Fund II, L.P. Mr. Donlan joined Brown Brothers Harriman & Co. in 1970 in the firm’s Trade Finance Group. Prior to organizing the 1818 Mezzanine Fund, L.P., Mr. Donlan managed Brown Brothers Harriman & Co.’s New York commercial banking activities. Previously, Mr. Donlan served as the firm’s Senior Credit Officer and became a member of the firm’s Credit Committee on which he continues to serve. Mr. Donlan holds a B.A. from Georgetown University and received an M.B.A. from Rutgers University.

James O. Egan—Director. Mr. Egan became a Director following the acquisition and related transactions. He is an executive of Investcorp or one of its wholly owned subsidiaries. Mr. Egan joined Investcorp in 1998. Prior to joining Investcorp, Mr. Egan was a partner in the accounting firm of KPMG from October 1997 to December 1998. Prior to that, he served as Senior Vice President and Chief Financial Officer of Riverwood International, a paperboard, packaging and machinery company from May 1996 to August 1997. Prior to that, he was a partner in the accounting firm of Coopers & Lybrand L.L.P.

Executive Compensation

The following table contains information concerning the compensation for services in all capacities to us for the fiscal years 2004, 2003 and 2002 of the following “Named Executive Officers,” who are those persons who (i) served during the fiscal year ended January 1, 2005 as our Chief Executive Officer or (ii) were, at January 1, 2005, one of the other four most highly compensated executive officers

		Annual Compensation			Long Term Compensation	All Other Compensation ($) (3)
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Other Annual Compensation ($) (1)	Securities Underlying Option/SARs (2)
Richard P. Johnson Chairman, Chief Executive Officer	2004 2003 2002	500,000 500,000 443,846	554,400 145,745 141,730	— — —	22,213 — 812,601	33,500 32,885 31,300
William E. Berry President and Chief Operating Officer	2004 2003 2002	300,000 300,000 255,192	247,500 72,409 56,291	— — —	22,213 — 615,606	25,999 22,500 21,300
J. Michael Gaither Executive Vice President, General Counsel and Secretary	2004 2003 2002	270,000 270,000 267,577	148,500 72,409 56,291	— — —	— — 443,237	23,499 22,500 21,300
Daniel K. Brown Senior Vice President — Procurement	2004 2003 2002	250,000 250,000 247,846	148,500 72,409 56,291	— — —	— — 295,491	21,760 22,000 20,800
Phillip E. Marrett Senior Vice President — Sales and Marketing	2004 2003 2002	225,000 225,000 198,769	148,500 72,409 56,291	— — —	— — 295,491	15,076 15,288 4,800

(1) This column includes amounts for perquisites and other personal benefits that, in the aggregate, did not exceed the reporting threshold of $50,000 or 10% of total annual salary and bonus.

(2) This column includes stock options granted in 2004 and 2002 under our stock option plans, which are discussed below under “—Stock Option Plans.” All options granted in 2004 vested as of January 1, 2005. 1,969,939 options granted in 2002 vested as of January 1, 2005. All unvested options vested and became exercisable immediately prior to the consummation of the acquisition and related transactions and stock issued therefor were entitled to a pro rata share of the merger consideration (approximately $18.76 per share).

(3) This column includes amounts our contributions to qualified 401(k) and deferred compensation plans. We do not sponsor or contribute to any defined benefit or pension plan.

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Option/SAR Grants in 2004

No stock appreciation rights were granted during 2004. The following table contains information concerning the grant of stock options to each of the Named Executive Officers during 2004:

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (2)
	Number of Securities Underlying Options Granted (1)	Percent of Total Options Granted to Employees in Fiscal Year		Exercise or Base Price (dollars per share)		Expiration Date
Name							5% ($)		10% ($)
Richard P. Johnson	22,213	7.0	%	$	4.25	3/1/14	$	19,557	$	49,563
William E. Berry	22,213	7.0			4.25	3/1/14		19,557		49,563
J. Michael Gaither	—	—			—	—		—		—
Daniel K. Brown	—	—			—	—		—		—
Phillip E. Marrett	—	—			—	—		—		—

(1) The securities underlying the options, which were granted under the stock option plan, are shares of Class A common stock. Under the stock option plan, all of the options granted to each of the Named Executive Officer in 2004 vested as of January 1, 2005.

(2) The potential realizable value columns illustrate the value that might be realized upon exercise of the options immediately prior to the expiration of their term, assuming the specified compound rates of appreciation of the Class A common stock over the term of the options. These amounts represent certain assumed rates of appreciation only, assuming a fair market value on the date of grant of $1.40 per share. Because the Class A common stock is privately held, a per share fair market value on the date of grant of the options equal to $1.40 was assumed based on information available to the Board of Directors as of June 2002. Actual gains on the exercise of the options are dependent on the future performance of the Class A common stock. The potential values reflected in this table may not be the actual values ultimately realized. All amounts have been rounded to the nearest whole dollar.

No options to purchase common stock were exercised by the Named Executive Officers during the 2004 fiscal year.

All unvested options vested and became exercisable immediately prior to the consummation of the acquisition and related transactions and stock issued therefor became entitled to a pro rata share of the merger consideration (approximately $18.83 per share) minus the exercise price of such options.

Stock Option Plans

We have three stock option plans, the Amended and Restated 1997 Stock Option Plan, the 1999 Stock Option Plan and the 2002 Stock Option Plan, all of which provide for the grant to designated employees, officers, directors and independent contractors of options to purchase shares of Class A common stock As of January 1, 2005, options to purchase an aggregate of 3,158,260 shares of Class A common stock, at prices ranging from $1.10 to $9.00 per share, were outstanding under the stock option plans.

All outstanding options under the 1997 option plan have fully vested and are currently exercisable by the option holders. All options granted in 2004 vested as of January 1, 2005. The 1,969,939 options granted in 2002 vested as of January 1, 2005. All unvested options, outstanding under the 1999 and 2002 stock option plans and outstanding immediately prior to the acquisition and related transactions, vested and were cancelled in exchange for cash consideration for each share of Class A common stock underlying such option, equal to the per share merger consideration (approximately $18.83 per share) minus the exercise price of such option.

Following the acquisition and related transactions, we terminated our existing option plans and expect that we will create a new stock incentive plan that will provide for issuance of up to approximately 13% of our common equity.

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Restricted Stock

We have given designated employees, officers, directors and independent contractors the opportunity to acquire restricted shares of Class A common stock. As of January 1, 2005, a total of 130,000 restricted shares of Class A common stock were outstanding. All shares of restricted stock are subject to the terms and conditions of a securities purchase and stockholders’ agreement, or the restricted stock agreement, entered into by each option recipient. The repurchase price for shares of stock subject to the restricted stock agreement is generally their fair market value.

Following the acquisition and related transactions, we terminated all restricted stock plans will create new stock incentive plans.

Compensation of Directors

Following the acquisition and related transactions, we paid our directors who are not our employees customary directors’ fees.

Employment and Severance Agreements

Upon consummation of the acquisition and related transactions, we entered into new employment agreements with each of Messrs. Johnson, Berry, Gaither, Brown, Marret and Deininger which superseded their existing severance agreements. The employment agreements provide for the payment of an annual base salary and bonus opportunities, as well as participation by the employee in the benefit plans and programs generally maintained by us for senior executives from time to time.

We or the employee may terminate the employment agreement at any time. In the event Mr. Johnson is terminated without “cause” or resigns for “good reason,” each as defined in his employment agreement, we will pay him a monthly sum equal to his monthly base salary in effect at such time plus $41,667.67 for a period of three years. In addition, unless Mr. Johnson is terminated for “cause,” he and his family are entitled to continued health benefits until he reaches the age of 65. In the event Mr. Berry is terminated without “cause” or resigns for “good reason,” each as defined in his employment agreement, we will pay or provide him: (i) a monthly sum equal to his monthly base salary in effect at such time plus $25,000 for a period of two years and (ii) continuation of health benefits for a period of two years. In the event Mr. Gaither is terminated without “cause” or resigns for “good reason,” each as defined in his employment agreement, we will pay or provide him: (i) a monthly sum equal to his monthly base salary in effect at such time plus $22,222.22 for a period of 18 months and (ii) continuation of health benefits for a period of 18 months.

We or the employee may terminate the severance agreements at any time. Upon termination of employment for any reason, the employee is entitled to receive a basic termination payment equal to (i) his base salary earned through the date of termination and (ii) the previous year’s bonus if the termination is after December 31 and before bonus has been awarded. If we terminate the employee without cause or if the employee leaves for good reason (each as defined in his severance agreement), he is entitled to an additional severance payment based on a multiple of his base salary and plan bonus. The multiple used for determining the additional severance payment is increased if termination occurs in connection with a change of control (as defined in his severance agreement).

In the event Messrs. Brown, Marret or Deininger is terminated without “cause”, as defined in their respective employment agreements, we will pay each a monthly sum equal to two times his respective monthly base salary in effect at such time for a period of one year. In addition, unless Messrs. Brown, Marret, or Deininger is terminated for “cause”, each is entitled to continued health benefits for a period of one year.

The severance agreements each contain confidentiality and noncompete provisions.

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Executive Bonus Plan

Bonuses are paid on the basis of our and/or the individual regional profitability results versus the pre established targets. The compensation committee of the Board of Directors recommends the performance based targets for these bonuses and for each participant or group of participants in the divisions. The Board of Directors must approve these targets.

The program consists of specific payment levels 0-IV. Within each level, there are established percentage payouts, which will not begin until the threshold performance is met. As our performance increases over the threshold, the payout percentage also increases until performance reaches 100% of the plan. Once our performance reaches 100% of the planned performance, the payout percentage will continue to increase proportionally until a maximum is reached.

Deferred Compensation Plan

In 1999, we established a deferred compensation plan for our top executives and regional employees covered by the executive bonus plan to encourage each participant to promote our long term interests. Each participant is allowed to defer portions of their annual salary as well as bonuses received into the plan. In addition to employee deferrals, we may make contributions on behalf of our top executives and certain of our regional employees in varying amounts. The plan provides that an employee who becomes a participant on or before November 23, 1998, shall be fully vested in all amounts credited to such participant’s account. The plan provides that an employee who becomes a participant after November 23, 1998 shall be at all times fully vested in elective deferrals into such participant’s account and as to contributions made by us shall vest at a rate of twenty percent (20%) per year as long as such participant is an employee on January 1 of each year. The deferred compensation plan may be terminated, altered and amended by our Board of Directors.

Upon consummation of the acquisition and related transactions, all balances under the 1999 Company Deferred Compensation Plan became vested and payable.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

All of American Tires equity is owned by Holdings. Holdings is authorized to issue shares of four series of common stock, each with a par value of $0.01 per share, including Series A common stock, Series B common stock, Series D common stock and common stock. Only Series B common stock, Series D common stock and common stock have the right to vote. Holders of Series A common stock do not have any voting rights, except that the holders of such series of common stock will have the right to vote as a series to the extent required under the laws of the State of Delaware.

There are 1,500 shares of Series D common stock and 307,328 shares of Series B common stock outstanding. No shares of common stock are outstanding. Holders of Series D common stock are entitled to 468 votes per share on all matters as to which stockholders may be entitled to vote pursuant to the Delaware General Corporation Law. Holders of Series B common stock are entitled to one vote per share on all matters as to which stockholders may be entitled to vote pursuant to the Delaware General Corporation Law.

As a result of the consummation of the acquisition and related transactions, Investcorp and its co-investors beneficially own all of the outstanding Series D common stock, constituting approximately 69.6% of our outstanding voting stock and the co-sponsors will beneficially own all of the outstanding Series B common stock, constituting approximately 30.4% of our outstanding voting stock. Investcorp, its co-investors and certain members of our management beneficially own outstanding shares of Series A common stock, all of which are non-voting stock.

The following tables set forth certain information regarding the beneficial ownership of the voting stock of Holdings. The table sets forth:

• each person that beneficially owns more than 5% of any series of its voting stock,

• each person who was one of our directors or one of our named executive officer who beneficially owns shares of our voting stock, and

• all of our directors and executive officers as a group.

None of our directors or executive officers own shares of our Series D common stock or Series B common stock. Unless otherwise indicated, each of the stockholders shown in the table below have sole voting power, if any, and investment power with respect to the shares beneficially owned.

Series A Common Stock

(Non-Voting Stock)

Our directors and executive officers, as a group, own Series A common stock, constituting approximately 4.0% of our total capital stock, exclusive of options and warrants.

Series B Common Stock

(30.4% Voting Stock)

Name and address of    Beneficial Owner	Number of Shares (1)	Percent of Series (2)
Berkshire Investors LLC	2,616	0.9	%
Berkshire Fund VI Investment Corp.	221,970	72.2
Greenbriar Equity Fund L.P.	81,125	26.4
Greenbriar Coinvestment Partners, L.P.	1,617	0.5

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Series D Common Stock

(69.6% Of Voting Power)

Name and address of    Beneficial Owner	Number of Shares (1)	Percent of Series (2)
Investcorp S.A. (3)(4)	1,500	100.0	%
Ballet Limited (4)	138	9.2
Denary Limited (4)	138	9.2
Gleam Limited (4)	138	9.2
Highlands Limited (4)	138	9.2
Nobel Limited (4)	138	9.2
Outrigger Limited (4)	138	9.2
Quill Limited (4)	138	9.2
Radial Limited (4)	138	9.2
Shoreline Limited (4)	138	9.2
Zinnia Limited (4)	138	9.2
Investcorp Investment Equity Limited (4)	120	8.0

(1) As used in the tables above, a beneficial owner of a security includes any person who, directly or indirectly, through contract, arrangement, understanding, relationship, or otherwise has or shares (i) the power to vote, or direct the voting of, such security or (ii) investment power which includes the power to dispose, or to direct the disposition of, such security.

(2) This number reflects the percentage of the number of outstanding shares of such series of our stock, after giving effect to the exercise of options owned by such person or persons.

(3) Investcorp does not directly own any of our stock. The number of shares of stock shown as owned by Investcorp includes all of the shares owned by Investcorp Investment Equity Limited (see note (6) below). Investcorp owns no stock in Ballet Limited, Denary Limited, Gleam Limited, Highlands Limited, Noble Limited, Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited, Zinnia Limited, or in the beneficial owners of these entities. Investcorp may be deemed to share beneficial ownership of the shares of voting stock held by these entities because the entities have entered into revocable management services or similar agreements with an affiliate of Investcorp, pursuant to which each such entities has granted such affiliate the authority to direct the voting and disposition of our voting stock owned by such entity for so long as such agreement is in effect. Investcorp is a Luxembourg corporation with its address at 37 rue Notre-Dame, Luxembourg.

(4) Investcorp Investment Equity Limited is a Cayman Islands corporation, and a wholly-owned subsidiary of Investcorp, with its address at P.O. Box 1111, West Wind Building, George Town, Grand Cayman, Cayman Islands. SIPCO Limited may be deemed to control Investcorp through its ownership of a majority of a company’s stock that indirectly owns a majority of Investcorp’s shares. SIPCO Limited’s address is P.O. Box 1111, West Wind Building, George Town, Grand Cayman, Cayman Islands. CIP Limited (“CIP”) owns none of our stock. CIP indirectly owns less than 0.1% of the stock of each of Ballet Limited, Denary Limited, Gleam Limited, Highlands Limited, Noble Limited, Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited and Zinnia Limited. CIP may be deemed to share beneficial ownership of our shares of voting stock held by such entities because CIP acts as a director of such entities and the ultimate beneficial shareholders of each of those entities have granted to CIP revocable proxies in companies that own those entities’ stock. None of the ultimate beneficial owners of such entities beneficially owns individually more than 5% of our voting stock. Each of CIP Limited, Ballet Limited, Denary Limited, Gleam Limited, Highlands Limited, Noble Limited, Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited and Zinnia Limited is a Cayman Islands corporation with its address at P.O. Box 2197, West Wind Building, GeorgeTown, Grand Cayman, Cayman Islands.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Acquisition and Related Transactions

Advisory Fees

In connection with obtaining the financing for the acquisition and related transactions, American Tire paid one or more of Investcorp and its co-sponsors (or their respective affiliates), transaction fees of approximately $13.0 million. In addition, in connection with the closing of the acquisition and related transactions, American Tire entered into an agreement with one or more of Investcorp and its co-sponsors (or their respective affiliates) to which it prepaid one or more of Investcorp and its co-sponsors (or their respective affiliates) a management fee of $8.0 million at closing for services to be rendered over a period of five years following closing.

Series B Preferred Stock Exchange

In exchange for American Tire’s existing Series B preferred stock, Holdings issued Series B preferred stock. The Series B preferred stock was issued with an initial aggregate liquidation preference of $4.0 million, which amount will be reduced depending upon the number of tires purchased from Kelly-Springfield, bears cash dividends of up to the prime rate to the extent that the number of tires we purchase are below specified thresholds and must be redeemed at 100% of liquidation preference in June 2007. Holdings’ preferred stock is subject to earlier redemption upon change of control events and upon the early termination of the Kelly-Springfield tire supply contract.

Interests of Certain Existing Directors and Officers

Our named executive officers are entitled to receive payments in respect of stock options, shares of common stock and various bonus programs up to approximately the following amounts: Mr. Johnson—$19.3 million; Mr. Berry—$14.5 million; Mr. Gaither—$11.1 million; Mr. Brown—$6.0 million; and Mr. Marrett—$5.1 million. Members of management, including each of the named executive officers, have invested up to $8 million in common stock of Holdings as a part of the acquisition and related transactions.

Upon the consummation of the acquisition and the related transactions, we entered into new employment agreements with each of Messrs. Johnson, Berry and Gaither and to issue options to acquire capital stock of Holdings to certain executive officers, including the Messrs. Johnson, Berry and Gaither. In addition, certain executive officers acquired shares of capital stock of Holdings following the acquisition and related transactions.

Pursuant to the merger agreement, for six years after the closing date of the acquisition and related transactions, we will indemnify and hold harmless our present and former officers, directors, employees and agents for acts or omissions occurring before the completion of the acquisition and related transactions to the extent provided under our articles of incorporation and by-laws in effect on the date of the merger agreement. For six years after the completion of the acquisition and related transactions, we will provide officers’ and directors’ or fiduciary liability insurance for acts or omissions occurring before the completion of the acquisition and related transactions covering each such person currently covered by our officers’ and directors’ or fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable than those in effect on the date of the merger agreement.

New Holdings 8% Cumulative Mandatorily Redeemable Preferred

In connection with the acquisition and related transactions, The 1818 Mezzanine Fund II, L.P. purchased $20.0 million of participating 8% cumulative mandatorily redeemable preferred stock of Holdings and received warrants to purchase up to approximately 2.0% of the common equity securities of Holdings. The cumulative preferred stock has a stated value of $1,000 per share and holders will be entitled to receive, when and if declared

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by the Board of Directors, cumulative dividends, payable in cash, at an annual rate of 8.0%. Holdings’ Board of Directors is not obligated to declare dividends and the preferred stock provides no monetary penalties for a failure to declare dividends. The cumulative preferred stock may be redeemed by Holdings at any time beginning on the first anniversary of the closing and will be required to be redeemed upon a change of control of Holdings and at its maturity in 2015. The warrants have a term of ten years and are exercisable for nominal consideration. Joseph P. Donlan, a member of our Board of Directors, is a Managing Director of Brown Brothers Harriman & Co., the 1818 Fund’s general partner.

Transactions Prior to the Acquisition and Related Transactions

Warrants

In connection with the incurrence of subordinated debt to finance the acquisition of Winston in May 1997, we issued to the 1818 Fund warrants to purchase shares of our common stock. Joseph P. Donlan, a member of our Board of Directors, is a Managing Director of Brown Brothers Harriman & Co., the 1818 Fund’s general partner. The warrants are exercisable for 1,034,000 shares of Series A common stock.

We and the 1818 Fund are also parties to a warrant holder agreement, dated as of May 21, 1999, which contains provisions restricting the transferability of the warrants, including a right of first offer in our favor, and grants registration rights with respect to shares of Class A common stock issuable upon exercise of the warrants.

The warrants were cashed out in connection with the acquisition for approximately $19.0 million.

Series C Preferred Stock

On April 2, 2001 we issued 1,333,334 shares of Series C preferred stock for $9.00 per share in exchange for $12.0 million in cash contributed by certain of our principal stockholders. Shares of Series C preferred stock accrue dividends at an annual rate of 12%. However, as long as any shares of Series A preferred stock or Series B preferred stock remain outstanding, no dividends may be paid. On March 27, 2002, the Series C preferred stock conversion rate was changed so that each share would convert into 3 shares of common stock. On October 31, 2003, we amended and restated our articles of incorporation to eliminate the redemption clause of the Series C preferred stock. The preferred stock was redeemed in connection with the acquisition at a price equal to the value thereof or on an as-converted basis.

Series D Preferred Stock

On March 27, 2002, we issued 9,637,592 shares of Series D preferred stock for $3.00 per share in exchange for $28.9 million in cash contributed by certain of our principal stockholders. The proceeds were used to repurchase certain of our Series D senior notes. Shares of Series D preferred stock accrue dividends at an annual rate of 12%. However, as long as any shares of Series A preferred stock or Series B preferred stock remain outstanding, no dividends may be paid. In addition, shares of Series D preferred stock are convertible into common stock at a conversion price of $3.00 per common share. On October 31, 2003, we amended and restated our articles of incorporation to eliminate the redemption clause of the Series D preferred stock. The preferred stock was redeemed in connection with the acquisition at a price equal to the value thereof or on an as-converted basis.

Other Related Party Transactions

On May 25, 2000, we purchased all of the outstanding common stock of T.O. Haas Holding Co., Inc. and T.O. Haas Tire Company, Inc, collectively referred to as Haas, a tire wholesaler and distributor, located in Lincoln, Nebraska, as well as all of the outstanding common stock of Haas Investment Company, or Haas Investment. In connection with the acquisition, we sold certain parcels of real estate, including substantially all of

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the assets of Haas Investment, and leased them back in a transaction, which closed on August 8, 2000. Total monthly payments under these leases are approximately $75,000. The leases expire July 31, 2010. Total rent expense of approximately $0.9 million, $0.9 million and $0.9 million is included in the accompanying statements of operations for fiscal years 2004, 2003 and 2002, respectively.

On October 12, 2001, Haas entered into an Asset Purchase Agreement with T.O. Haas, LLC or Haas LLC, for the sale of certain assets. The total purchase price was approximately $5.3 million, of which we received approximately $2.4 million in cash at closing. Haas LLC was formed by, among others, one of the executives of Haas. As of May 2002, this executive is no longer with the company. A portion of the purchase price for the acquisition of Haas in second quarter 2000 is payable to this executive in the form of noncompete and stay put payments. In connection with the sale, such noncompete payments in the amount of $2.4 million were accelerated and such liability was satisfied as a reduction of the purchase price. Approximately $1.0 million of the purchase price is payable in the form of a promissory note due in two equal annual installments, with first such payment paid January 2, 2002. As of January 3, 2003, the promissory note was paid in full. Stay put payments due to the executive of $1.6 million were accelerated to coincide with the schedule of payments due under the promissory note. Liabilities assumed by the buyer totaled $0.8 million, reflecting the remainder of the purchase price.

In connection with the sale described above, we entered into a Supply and Retail Distribution Agreement with Haas LLC. Prior to the executive leaving the company in May 2002, total sales for fiscal 2002 included five months of sales to Haas LLC of $3.7 million. Total sales for fiscal 2001 included three months of sales to Haas LLC of $2.4 million.

We believe that the above transactions were on terms no less favorable to us than could have been obtained from an independent third party.

We were paying an advisory and monitoring fee not to exceed $200,000 annually to Charlesbank Capital Partners, LLC, or Charlesbank. Following the acquisition, we no longer pay this fee to Charlesbank. As of January 1, 2005, we paid $100,000 of the annual fee to Charlesbank and a liability has been recorded for the remaining payment, which was subsequently paid.

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DESCRIPTION OF OTHER INDEBTEDNESS

The following is a summary description of the principal terms of the amended and restated credit facility. The description set forth below does not purport to be complete and is qualified in its entirety by reference to the agreements setting forth the principal terms and conditions of the amended and restated credit facility. Copies of the amended and restated credit facility are available as described below under “Where You Can Find Additional Information.”

General. American Tire entered into the amended and restated credit facility with a group of lenders led by Bank of America, N.A., as agent, in connection with the acquisition and the related transactions. The amended and restated credit facility provides for a five-year senior secured revolving credit facility of up to $300.0 million (of which up to $25.0 million may be utilized in the form of commercial and standby letters of credit), subject to a borrowing base.

Availability. Advances are also be subject to customary borrowing conditions, including the accuracy of representations and warranties (including as to the absence of certain material adverse changes), the absence of a default, and a borrowing base that is equal to the sum of:

• 85.0% of the net amount of eligible accounts receivable plus

• the lesser of 65.0% of the net amount of eligible tire inventory, $160.0 million and 85.0% of the appraised net orderly liquidation value of the tire inventory; plus

• the lesser of 50.0% of the net amount of eligible non-tire inventory, $45.0 million and 85.0% of the appraised net orderly liquidation value of such eligible non-tire inventory; less

• such other reserves, including a letter of credit, dilution reserve and rent reserve.

At January 1, 2005, on a pro forma basis, availability under the revolving credit facility borrowing base would have been approximately $55.8 million.

Amortization. Advances under the revolving credit facility may be made, and letters of credit may be issued, on a revolving basis, up to the full amount of the revolving credit facility, subject to the revolving credit facility-borrowing base. All remaining unpaid amounts will become due and payable at maturity of the senior secured credit facilities.

Mandatory Prepayments. Advances under the revolving credit facility must be prepaid if the aggregate amount outstanding under the revolving credit facility exceeds the revolving credit facility-borrowing base. In addition, all net cash proceeds from sales of our property and assets (with certain exceptions) must be applied to the senior credit facility, if an event of default or certain other events exist, but without any resulting permanent reduction of the revolving credit facility commitments.

Interest. Advances under the amended and restated credit facility bear interest, at our option, at either the “base rate,” equal to the greater of the federal funds rate plus 0.5% and the Bank of America prime lending rate, or LIBOR plus, in each case, the applicable margin. The applicable margin for the first six months after the closing date for a base rate loan will be 0.0% and for a LIBOR loan will be 1.5%. Thereafter, the applicable margin will be determined based on a performance-based pricing grid. During the continuance of certain events of default under the amended and restated credit facility the applicable margin will be increased by an additional 2.0% per annum.

Certain Fees. American Tire is required to pay to the lenders a commitment fee equal to 0.3% per annum on the committed undrawn amount of the revolver, subject to performance based step-downs after the first six months and letter of credit fees equal to the applicable margin for LIBOR loans on a per annum basis and a fronting fee of 0.125% per annum to be paid to the issuer of letters of credit. It has also agreed to pay certain other fees and expenses of the lenders and the agent.

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Guaranties and Security. All obligations under the amended and restated credit facility are guaranteed by us and each of American Tire’s existing and future direct and indirect domestic subsidiaries that are not direct obligors thereunder. Obligations under the amended and restated credit facility are secured by a pledge of substantially all assets of the obligors, including all shares of our capital stock and that of our subsidiaries (but no more than 65% of the stock of any foreign subsidiary).

Covenants. The amended and restated credit facility contains covenants which, among other things, require American Tire to meet a fixed charge coverage ratio if it does not have at least $25.0 million available to be drawn down under the revolving credit facility (subject to a cure); restrict its ability to incur additional debt; enter into guaranties; make loans and investments; declare dividends; engage in mergers, consolidations and asset sales, enter into transactions with affiliates; create or suffer to exist liens and encumbrances; prepay, redeem or repurchase certain debt; enter into sale/leaseback transactions; modify certain material agreements or constitutive documents relating to preferred stock; and change our business. The covenants also require among others, that American Tire provide periodic financial reports to the lenders; observe certain practices and procedures with respect to the collateral pledged as security; comply with applicable laws; maintain and preserve our and our subsidiaries’ properties and corporate existence; and maintain insurance.

Events of Default. The amended and restated credit facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-default, bankruptcy, actual or asserted impairment of any loan documents, failure of security interests, material judgments, ERISA defaults, or the occurrence of a change of control (as defined in the amended and restated credit facility).

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DESCRIPTION OF THE NOTES

The terms of the new notes and the outstanding notes are identical in all material respects, except the new notes:

• will have been registered under the Securities Act;

• will not bear the restrictive legends restricting their transfer under the Securities Act; and

• will not contain the registration rights and additional interest provisions contained in the outstanding notes.

The following description is a summary of the material provisions of each of the indentures (unless otherwise noted). We urge you to read the indentures because they, and not this description, define your rights as holders of the new notes. Copies of the indentures have been filed as exhibits to the registration statement on the form S-4 of which this prospectus forms a part and are available as set forth below under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indentures.

The registered Holder of a new note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indentures.

DESCRIPTION OF THE OPERATING COMPANY NOTES

General

This description describes American Tire’s Senior Floating Rate Notes due 2012 (the “floating rate notes”) and its 10.75% Senior Notes due 2013 (the “fixed rate notes”) offered hereby and references herein to the “notes” include only the floating rate notes and fixed rate notes and do not include Holdings senior discount notes due 2013. Unless the context otherwise requires, references to the floating rate notes and fixed rate notes include any outstanding floating rate notes and outstanding fixed rate notes that are not exchanged for new notes in the exchange offer. All references herein to the “indentures” include only the indentures applicable to the notes, not the indenture applicable to Holdings senior discount notes.

You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” Certain defined terms used in this description but not defined below under “Certain Definitions” have the meanings assigned to them in the applicable indenture. All references in this Description of the Notes to the “Issuer” are limited to American Tire Distributors, Inc. and do not include any of its Subsidiaries.

The Issuer will issue the new floating rate notes and the new fixed rate notes under separate indentures among itself, the Guarantors and Wachovia Bank, National Association, as trustee. The indentures govern both any outstanding notes and the new notes offered hereby of the relevant series and all notes outstanding thereunder will be treated as one class of securities thereunder. The terms of the notes include those stated in the applicable indenture and those made part of such indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The holders of notes are referred to Trust Indenture Act for a statement thereof.

Initially, all of the Issuer’s Subsidiaries are Restricted Subsidiaries. However, under certain circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Issuer is able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the restrictive covenants set forth in the indentures.

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Brief Description of the Notes and the Note Guarantees

The Notes

The notes of each series:

• are general unsecured obligations of the Issuer;

• are pari passu in right of payment with all existing and future unsubordinated Debt of the Issuer;

• are senior in right of payment to any existing or future Subordinated Debt of the Issuer;

• are effectively junior to all secured Debt of the Issuer to the extent of the value of the collateral; and

• are unconditionally guaranteed on a senior basis by the Subsidiary Guarantors and on a subordinated basis by Holdings.

The Note Guarantees

The notes of each series are jointly and severally guaranteed by American Tire Distributors Holdings, Inc. (“Holdings”), the Issuer’s direct parent company, and each of the Issuer’s existing and future Domestic Restricted Subsidiaries (“Subsidiary Guarantors”), other than any Immaterial Subsidiaries or future Receivables Subsidiaries of the Issuer, and by certain other Restricted Subsidiaries that may guarantee the notes in the future as described in more detail below.

The Note Guarantees of the notes of each series:

• are general unsecured obligations of each Subsidiary Guarantor and are subordinated obligations of Holdings;

• are pari passu in right of payment with all existing and future unsubordinated Debt of the Subsidiary Guarantors but rank junior to all existing and future Senior Debt of Holdings;

• are senior in right of payment to any future Subordinated Debt of each Subsidiary Guarantor; and

• are effectively junior to all secured Debt of the Guarantors to the extent of the value of the collateral.

Principal, Maturity and Interest

Floating Rate Notes

The floating rate notes issued on the Issue Date of the outstanding notes (March 31, 2005), together with the new notes to be issued in exchange therefor in the exchange offer, are limited in aggregate principal amount to $140.0 million. The floating rate notes will mature on April 1, 2012. Interest on the floating rate notes accrues at a rate equal to the Applicable Eurodollar Rate (which will be reset quarterly) plus 6.25%, except that the interest rate on the floating rate notes for prior to July 1, 2005 is 9.34%. Interest on the floating rate notes accrues from the Issue Date or, if interest has been paid, from the date through which interest has been paid. Interest on the floating rate notes is payable, in cash, quarterly in arrears on every January 1, April 1, July 1 and October 1, to the holders of record on the December 15, March 15, June 15 and September 15 immediately preceding the next interest payment date. Interest on the new floating rate notes will be payable commencing on the first interest payment date after the date on which new floating rate notes are first issued (the “Exchange Note Issue Date”), provided that interest due on such first interest payment date will include unpaid interest accrued through the Exchange Note Issue Date on the outstanding floating rate notes in exchange for which the new floating rate notes are being issued.

The amount of interest for each day that the floating rate notes are outstanding (the “Daily Interest Amount”) is calculated by dividing the interest rate in effect for such day by 365 and multiplying the result by the principal amount of the notes. The amount of interest to be paid on the floating rate notes for each interest period is calculated by adding the Daily Interest Amounts for each day in the interest period.

All percentages resulting from any of the above calculations are rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and all dollar amounts used in resulting from such calculations are rounded to the nearest cent (with one-half cent being rounded upwards).

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The interest rate on the notes will be in no event higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

Fixed Rate Notes

The fixed rate notes were issued in an aggregate principal amount of $150.0 million on the Issue Date. The fixed rate notes will mature on April 1, 2013. Interest on the fixed rate notes accrues at the rate per annum set forth on the cover of this prospectus and is payable, in cash, semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2005, to holders of record on the immediately preceding March 15 and September 15. Interest on the fixed rate notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional Notes

Each indenture provides for the issuance of additional notes under such indenture having identical terms and conditions to the notes of such series offered hereby, subject to compliance with the covenants contained in the applicable indenture. Any additional notes will be part of the same issue as the notes of such series offered hereby and will vote on all matters with the notes of such series offered hereby. For purposes of this “Description of the Notes,” reference to the notes of a series includes additional notes of such series except as otherwise indicated.

Methods of Receiving Payment on the Notes

Principal, premium, if any, interest on the notes are payable at the office or agency of the Issuer maintained for such purpose (the “Paying Agent”) or, at the option of the Issuer, payment of interest may be made by check mailed to the holders of the notes at their respective addresses set forth in the register of holders related to such notes; provided that all payments of principal, premium, if any, interest with respect to any notes the holders of which have given wire transfer instructions to the Issuer are required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency is the office of the trustee maintained for such purpose. The notes are issued in denominations of $1,000 and integral multiples thereof.

Note Guarantees

The Issuer’s payment obligations under the notes of each series are unconditionally guaranteed on a joint and several basis by Holdings and each of the Issuer’s Domestic Restricted Subsidiaries, other than any Immaterial Subsidiaries and Receivables Subsidiaries. Each Note Guarantee by a Subsidiary Guarantor is limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary without rendering the Note Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See “Risk Factors—Risks Relating to the Notes—Fraudulent transfer statutes may limit your rights as a holder of the notes.”

Each indenture provides that no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than the Issuer or, in the case of a Subsidiary Guarantor, another Subsidiary Guarantor) unless:

(1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor

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pursuant to a supplemental indenture in form and substance reasonably satisfactory to the trustee, under the notes issued under the applicable indenture, the applicable indenture and the registration rights agreement; and

(2) immediately after giving effect to such transaction, no Default exists.

In the event of:

(i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or

(ii) the sale or other disposition of Capital Stock of any Subsidiary Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Issuer,

then the Person acquiring such assets (in the case of clause (i)) or such Guarantor (in the case of clause (ii)) will be automatically released and relieved of any obligations under its Note Guarantee and the relevant indenture; provided that such sale or other disposition is in compliance with the applicable indenture, including the covenant described under “Repurchase at the Option of Holders —Asset Sales” (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of the indenture needs to be so applied).

In addition, any Subsidiary Guarantor that becomes an Immaterial Subsidiary will be released from its Note Guarantee of the notes of each series and each indenture in accordance with the provisions of the applicable indenture and each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of the applicable indenture will be automatically released from its applicable Note Guarantee and the indenture upon effectiveness of such designation.

Ranking

Notes and Subsidiary Note Guarantees

The notes of each series and the related Subsidiary Note Guarantees rank equally in right of payment with all unsubordinated obligations of the Issuer and the Subsidiary Guarantors, but are effectively subordinated to all of their secured obligations, including indebtedness under the Amended and Restated Credit Facility, to the extent of the value of the assets securing such indebtedness. Debt under the Amended and Restated Credit Facility is secured by a lien on substantially all of the assets of the Issuer and the Guarantors, including the capital stock of the Issuer and inventory and accounts receivable. In addition, the Issuer and its subsidiaries have granted purchase money liens on their inventory to certain of their most significant vendors to secure obligations to pay for such inventory. Although each indenture limits the incurrence of Liens, the limitation does not apply to Liens in favor of such vendors and is subject to a number of significant exceptions. As of January 1, 2005, on a pro forma basis giving effect to the acquisition and the related transactions, the Issuer and the Guarantors would have had approximately $185.3 million of secured indebtedness outstanding and $36.7 million of secured trade payables.

The notes of each series and the related Subsidiary Note Guarantees also effectively rank junior to all claims of creditors of future non-guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries. Although each indenture limits the incurrence of Debt and preferred stock of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, each indenture does not impose any limitations on the incurrence by Restricted Subsidiaries of liabilities that are not considered Debt under such indenture.

Subordination of Holdings’ Note Guarantee

Holdings’ Note Guarantee of the payment of principal, interest and premium on the notes is subordinated to the prior payment in full of all Senior Debt of Holdings, including Senior Debt of Holdings incurred after the Issue Date.

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The holders of Senior Debt of Holdings are entitled to receive payment in full of all Obligations due in respect of Senior Debt of Holdings (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of Holdings) before the holders of the notes will be entitled to receive any payment with respect to Holdings’ Note Guarantee (except that holders may receive and retain Permitted Junior Securities and payments made from the trusts described under “—Satisfaction and Discharge” and “—Legal Defeasance and Covenant Defeasance”), in the event of any distribution to creditors of Holdings:

(1) in a liquidation or dissolution of Holdings;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of Holdings’ assets and liabilities.

Holdings also may not make any payment in respect of its Note Guarantee of the notes (except in Permitted Junior Securities or from the trusts described under “—Satisfaction and Discharge” and “—Legal Defeasance and Covenant Defeasance”) if:

(1) a payment default on Designated Senior Debt of Holdings occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing beyond any applicable grace period on any series of Designated Senior Debt of Holdings (a “nonpayment default”) that permits holders of that series of Designated Senior Debt of Holdings to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from the holders of any Designated Senior Debt of Holdings or any agent, trustee or other representative therefor.

Payments on Holdings’ Note Guarantee of the notes may and shall be resumed:

(1) in the case of a payment default on Designated Senior Debt of Holdings, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, on the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Designated Senior Debt of Holdings has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium, if any, on the notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

If the trustee or any holder of the notes receives a payment from Holdings in respect of Holdings’ Note Guarantee (except in Permitted Junior Securities or from the trusts described under “—Satisfaction and Discharge” and “—Legal Defeasance and Covenant Defeasance”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the Trustee or the holders have actual knowledge that the payment is prohibited;

the trustee or the holders, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of Holdings. Upon the proper written request of the holders of Senior Debt of Holdings, the trustee or the holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of Holdings or their proper representative.

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Holdings must promptly notify holders of its Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Holdings, holders of notes may recover less ratably upon Holdings’ Note Guarantee than creditors of Holdings who are holders of Senior Debt or unsubordinated obligations of Holdings.

“Designated Senior Debt” means:

(1) any Debt outstanding under the Amended and Restated Credit Facility;

(2) the Holdings senior discount notes; and

(3) any other Senior Debt permitted under the indenture, the principal amount of which is $20.0 million or more and that has been designated by Holdings as “Designated Senior Debt.”

“Permitted Junior Securities” means:

(1) Equity Interests in Holdings; or

(2) debt securities of Holdings that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than Holdings’ Note Guarantee is subordinated to Senior Debt under the applicable indenture.

“Senior Debt” means:

(1) all Debt of Holdings outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) the Holdings senior discount notes;

(3) any other Debt of Holdings (including Acquired Debt), unless the instrument under which such Debt is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Holdings’ Note Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by Holdings;

(2) any Debt of Holdings to any of Holdings’ Subsidiaries or other Affiliates (other than Debt under a Credit Facility to any Affiliate); or

(3) any trade payables.

Holdings will have no assets following closing other than its equity ownership of the Issuer. In addition, all of its debt, including the Holdings senior discount notes and its Guarantee of the Amended and Restated Credit Agreement, will constitute Senior Debt. Accordingly, you should not expect that Holdings will be able to participate in debt service upon the notes and it is unlikely that it would have any funds to satisfy its Note Guarantee in the event of a default.

Optional Redemption

Floating Rate Notes

General

Except as described in the following paragraphs, the floating rate notes are not redeemable at the Issuer’s option prior to April 1, 2007. Thereafter, the floating rate notes will be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption

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prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest if any, to the applicable redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2007	102.000	%
2008	101.000	%
2009 and thereafter	100.000	%

Upon Certain Equity Offerings

In addition, at any time and from time to time, prior to April 1, 2007, the Issuer may redeem up to 35% of the sum of (1) the original aggregate principal amount of floating rate notes issued in this offering and (2) the original aggregate principal amount of any additional floating rate notes issued under the related indenture, if any, at a redemption price of 100% of the principal amount thereof, plus a premium per $1,000 amount of such notes equal to the then-current interest rate on the floating rate notes (expressed as a percentage) multiplied by $1,000, plus accrued and unpaid interest if any, to the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of a public offering of common stock of the Issuer or a public offering of common stock of Holdings, the proceeds of which are contributed as common equity capital to the Issuer; provided that

(1) at least 65% of the sum of (a) the original aggregate principal amount of floating rate notes issued in this offering and (b) the original aggregate principal amount of any additional floating rate notes, if any, issued under the related indenture, remains outstanding immediately after the occurrence of any such redemption; and

(2) such redemption shall occur within 90 days of the date of the closing of such public offering.

Upon a Change of Control

At any time on or prior to April 1, 2007, the floating rate notes may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each holder’s registered address. The redemption price will be equal to (i) 100% of the principal amount of the floating rate notes, plus (ii) accrued interest to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date), plus (iii) the Applicable Floating Rate Note Premium, if any.

Fixed Rate Notes

General

Except as described in the following paragraphs, the fixed rate notes are not redeemable at the Issuer’s option prior to April 1, 2009. Thereafter, the fixed rate notes will be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest if any, to the applicable redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2009	105.375	%
2010	102.688	%
2011 and thereafter	100.000	%

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Upon Certain Equity Offerings

In addition, at any time and from time to time, prior to April 1, 2008, the Issuer may redeem up to 35% of the sum of (1) the original aggregate principal amount of fixed rate notes issued in this offering and (2) the original aggregate principal amount of any additional fixed rate notes issued under the related indenture, if any, at a redemption price of 110.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of a public offering of common stock of the Issuer or a public offering of common stock of Holdings, the proceeds of which are contributed as common equity capital to the Issuer; provided that

(1) at least 65% of the sum of (a) the original aggregate principal amount of fixed rate notes issued in this offering and (b) the original aggregate principal amount of any additional fixed rate notes, if any, issued under the related indenture, remains outstanding immediately after the occurrence of any such redemption; and

(2) such redemption shall occur within 90 days of the date of the closing of such public offering.

Upon a Change of Control

At any time on or prior to April 1, 2009, the fixed rate notes may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each holder’s registered address. The redemption price will be equal to (i) 100% of the principal amount of such notes, plus (ii) accrued interest to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date), plus (iii) the Applicable Fixed Rate Note Premium, if any.

Selection and Notice

If less than all of the notes of a series are to be redeemed at any time, selection of notes for redemption shall be made by the applicable trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or, if such notes are not so listed, on a pro rata basis (among the notes of such series issued on the Issue Date (and any new notes issued in exchange therefor in the exchange offer) and any additional notes of such series issued under the applicable indenture after the Issue Date, if any, as one class), by lot or by such method as the trustee shall deem fair and appropriate; provided that no notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes of the affected series to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the applicable indenture. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note shall be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the note is registered at the close of business, on such record date. On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest if any, ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

Except as set forth below under “—Repurchase at the Option of Holders” the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

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Repurchase at the Option of Holders

Change of Control

Each indenture provides that upon the occurrence of a Change of Control, unless all notes issued thereunder have been called for redemption pursuant to the provisions described above under the caption “—Optional Redemption,” each holder of notes issued thereunder will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s notes pursuant to an offer on the terms set forth in the applicable indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer shall offer a payment in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless notice of redemption of all notes of a series has then been given pursuant to the provisions described under the caption “—Optional Redemption” above, the Issuer shall mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the applicable indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of any notes as a result of a Change of Control. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, the Issuer shall comply with such securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue thereof.

On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Issuer.

The Paying Agent shall promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the note surrendered, if any; provided that each such new note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Change of Control on its website.

The Change of Control provisions described above are applicable whether or not any other provisions of the indentures are applicable. Except as described above with respect to a Change of Control, the indentures do not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. The Change of Control purchase feature is a result of negotiations between the Issuer and the Initial Purchasers. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuer would decide to do so in the future. Subject to the limitations discussed below, the Issuer could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indentures, but that could materially increase the amount of Debt outstanding at such time or otherwise affect the Issuer’s capital structure or credit ratings.

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The Amended and Restated Credit Facility limits the ability of the Issuer to purchase any notes, and also provides that certain change of control events with respect to the Issuer would constitute a default thereunder. Any future credit agreements or other agreements to which the Issuer becomes a party or that may be entered into by Subsidiaries of the Issuer may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing notes, the Issuer could seek the consent of its lenders to purchase notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such a consent or repay such borrowings, the Issuer will remain prohibited from purchasing notes. In such case, the Issuer’s failure to purchase tendered notes would constitute an Event of Default under the indentures which would, in turn, constitute a default under the Amended and Restated Credit Facility or any future credit facility or other agreement.

The Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party makes and consummates a Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in the indentures applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Issuer and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Each indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of

(x) cash or Cash Equivalents; or

(y) (a) all or substantially all of the assets of, or the majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaging in, a Permitted Business or

(b) assets that are used or useful in a Permitted Business.

For purposes of this clause (2) (a) a lease entered into in connection with a sale-leaseback transaction shall not constitute part of the proceeds of such transaction and (b) each of the following are deemed to be cash:

(i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet), of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes issued under such indenture or, in the case of liabilities of a Guarantor, the Note Guarantee of such Guarantor) that are assumed by the transferee of any such assets; and

(ii) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days after receipt.

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Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1) to repay Secured Debt, Debt of any Restricted Subsidiary (other than a Guarantor) or Pari Passu Debt (in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer); provided that if the Issuer or any Restricted Subsidiary shall so reduce Pari Passu Debt, it shall equally and ratably make an Asset Sale Offer to the holders of the applicable notes (in accordance with the procedures set forth below for an Asset Sale Offer);

(2) to make capital expenditures or to acquire properties or assets that will be used or useful in the Permitted Business of the Issuer or any of its Restricted Subsidiaries; or

(3) to acquire a controlling interest in a Person engaged in a Permitted Business;

provided that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) or if the application of such Net Proceeds is part of a project authorized by the Board of Directors that will take longer than 365 days to complete, such 365 day period shall be extended with respect to the amount of Net Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or, until completion of such project, as the case may be. Pending the final application of any Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowing under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the applicable indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the preceding paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, with respect to a series of notes the Issuer shall:

(1) make an offer (an “Asset Sale Offer”) to all holders of notes of such series; and

(2) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Debt of the Issuer in accordance with provisions governing such Debt requiring the Issuer to prepay, purchase or redeem such Debt with the proceeds from any Asset Sales (or offer to do so),

pro rata in proportion to the respective principal amounts of the notes and such other Debt required to be prepaid, purchased or redeemed or tendered for pursuant to such offer to purchase the maximum principal amount of notes that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in the applicable indenture.

If any Excess Proceeds remain after completion of an Asset Sale Offer and, if applicable, any prepayment, purchase, redemption or tender of or for Pari Passu Debt, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the applicable indenture. If the aggregate principal amount of notes surrendered by holders thereof exceeds the pro rata portion of such Excess Proceeds to be used to purchase notes, the trustee shall select the notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Issuer may commence an Asset Sale Offer prior to the expiration of 365 days after the occurrence of an Asset Sale.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of the applicable indenture, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations described in the applicable indenture by virtue thereof.

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Certain Covenants

Each indenture contains various restrictive covenants, including the covenants described below.

Restricted Payments

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other distribution (including any payment by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (other than dividends or distributions payable in Equity Interests (other than Disqualified Equity Interests) of the Issuer and dividends payable to the Issuer or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including any acquisition or retirement by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation) any Equity Interests of the Issuer or any Holding Company held by Persons other than the Issuer or any Restricted Subsidiary;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt of the Issuer or any Subsidiary Guarantor (excluding any intercompany Debt between the Issuer and any of its Restricted Subsidiaries), except (a) a payment of interest, principal or other related Obligations at Stated Maturity and (b) the purchase, repurchase or other acquisition or retirement of Subordinated Debt of the Issuer or any Subsidiary Guarantor in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition or retirement; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(a) no Default shall have occurred and be continuing; and

(b) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception; and

(c) such Restricted Payment, together with (without duplication) the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries on or after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3)(A), (4), (5), (7) and (8) and excluding 50% of any Restricted Payments under clause (9) (to the extent such payment is not deducted in calculating Consolidated Net Income) or 100% of such payment under clause (9) if such payment is deducted in calculating Consolidated Net Income) of the next succeeding paragraph), is less than the sum (without duplication) (the “Restricted Payments Basket”) of:

(i) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(ii) 100% of the aggregate net cash proceeds received by the Issuer from the issue or sale (other than to a Subsidiary) of, or from capital contributions with respect to, Equity Interests of the Issuer (other than Disqualified Equity Interests and Excluded Cash Contributions), in either case after the Issue Date; plus

(iii)  the amount by which the aggregate principal amount (or accreted value, if less) of Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance sheet upon the

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conversion or exchange after the Issue Date of that Debt for Equity Interests (other than Disqualified Stock) of the Issuer, together with the net cash proceeds received by the Issuer at the time of such conversion or exchange, if any, less the amount of any cash, or the fair market value of any property (other than such Equity Interests), distributed by the Issuer upon such conversion or exchange; plus

(iv) 100% of the aggregate net cash proceeds received by the Issuer or a Restricted Subsidiary of the Issuer since the Issue Date from (A) Restricted Investments, whether through interest payments, principal payments, dividends or other distributions and payments, or the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and its Restricted Subsidiaries and (B) a cash dividend from, or the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary, in each case to the extent not otherwise included in Consolidated Net Income of the Issuer for such period; plus

(v) upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investments of the Issuer and its Restricted Subsidiaries (other than such Subsidiary) in such Subsidiary as of the date of such redesignation.

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of the applicable indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment are designated in an Officer’s Certificate as Excluded Cash Contributions and shall not increase the Restricted Payments Basket;

(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Debt or Disqualified Stock of the Issuer or any Subsidiary Guarantor (A) made by an exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Debt or (B) upon a Change of Control or Asset Sale to the extent required by the agreement governing such Subordinated Debt but only if the Issuer shall have complied with the covenants described under the heading “Change of Control” or, as the case may be, “Asset Sales” and purchased all notes validly tendered pursuant to the relevant offer prior to purchasing or repaying such Subordinated Debt;

(4) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its common Equity Interests on a pro rata basis;

(5) to the extent constituting Restricted Payments, the Specified Affiliate Payments;

(6) Restricted Payments in an aggregate amount not to exceed $15.0 million;

(7) payments to existing holders of the Issuer’s Equity Interests (including payments to dissenting shareholders, optionholders and warrantholders), in each case as described in the Merger Agreement, payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses and payment of the Issuer’s and its Affiliates’ transaction expenses, including fees payable to members of the Initial Control Group (to the extent constituting Restricted Payments) and payments to the Issuer’s officers and employees, in each case (except as to payments to dissenters and payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses) as described in the offering memorandum under the headings “The Acquisition,” “Use of Proceeds” and “Certain Relationships and Related Transactions”;

(8) so long as no Default or Event of Default shall have occurred and be continuing, payments of dividends to Holdings to fund (a)(i) interest payments, at their Stated Maturity, on the Holdings senior discount notes outstanding at the Issue Date (or any Holdings senior discount notes issued in exchange therefor in the exchange offer), at the rate specified in such Holdings senior discount notes (or Holdings senior

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discount notes, as applicable) as in effect on the Issue Date, and (ii) mandatory redemption of a portion of such Holdings senior discount notes (or Holdings senior discount notes, as applicable) in 2010 pursuant to the terms of Holdings senior discount notes (or Holdings senior discount notes, as applicable) as in effect on the Issue Date, (b) dividends or redemption payments by Holdings with respect to the shares of Series B Preferred Stock of Holdings outstanding on the Issue Date to the extent required to be paid by Holdings pursuant to the certificates of designations relating to such stock as in effect on the Issue Date; and (c) an offer to purchase upon a Change of Control or Asset Sale to the extent required by the terms of such Holdings senior discount notes (or Holdings senior discount notes, as applicable), but only if the Issuer shall have complied with the covenants described above under the heading “—Change of Control” or “—Asset Sale,” as the case may be and purchased all notes validly tendered pursuant to the relevant offer prior to paying any such dividend to Holdings; and

(9) so long as no Default or Event of Default shall have occurred and be continuing, cash dividends or other Restricted Payments to Holdings in an amount sufficient to enable Holdings to make payments of cash interest on any Qualified Holdco Debt; provided that any such dividend or other Restricted Payment is used promptly by Holdings to make such payment.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors of the Issuer.

In addition, if any Person (other than an Unrestricted Subsidiary) in which an Investment is made, which Investment constituted a Restricted Payment when made, thereafter becomes a Restricted Subsidiary, such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph of this covenant to the extent that such Investments would not have been Restricted Payments had such Person been a Restricted Subsidiary at the time such Investments were made.

In making the computations required by this covenant:

(a) the Issuer or the relevant Restricted Subsidiary may use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Issuer for the remaining portion of such period; and

(b) the Issuer or the relevant Restricted Subsidiary will be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Issuer and the Restricted Subsidiary that are available on the date of determination.

If the Issuer makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of the Issuer or any Restricted Subsidiary be permitted under the requirements of the indenture, such Restricted Payment will be deemed to have been made in compliance with the indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s or any Restricted Subsidiary’s financial statements, affecting Consolidated Net Income of the Issuer for any period.

For the avoidance of doubt, it is expressly agreed that no payment or other transaction permitted by clauses (1) or (5) of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates,” below, shall be considered a Restricted Payment for purposes of, or otherwise restricted by, the indentures.

Incurrence of Debt and Issuance of Preferred Stock

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Debt (including Acquired Debt) and the Issuer shall not permit any of its Restricted Subsidiaries that are not Guarantors to issue any shares of Preferred Stock; provided, however, that the

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Issuer and any Subsidiary Guarantor may incur Debt (including Acquired Debt) if the Consolidated Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred at the beginning of such four-quarter period (the “Coverage Ratio Exception”).

The provisions of the first paragraph of this covenant do not apply to any of the following items of Debt or Preferred Stock (collectively, “Permitted Debt”):

(1) the incurrence by the Issuer or any of its Restricted Subsidiaries of Debt (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof) under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding pursuant to this clause (1) without duplication, does not exceed an amount equal to the greater of (a) $325.0 million and (b) the Borrowing Base at the time such Debt is incurred, in each case less the aggregate amount of purchase commitments (determined as of the date of any incurrence of Debt under this clause (1)) under any Qualified Receivables Transaction that involves the transfer of assets by the Issuer or Restricted Subsidiaries in a manner that does not constitute the incurrence of Debt (other than Debt permitted under clause (6) below); provided that such reduction shall no longer apply upon termination of such Qualified Receivables Transaction;

(2) the incurrence by the Issuer and its Restricted Subsidiaries of Existing Debt;

(3) the incurrence by the Issuer of Debt represented by the notes issued on the Issue Date (or any new notes issued in exchange therefor in the exchange offer) and by the Subsidiary Guarantors of Debt represented by the related Note Guarantees (or any guarantees issued in exchange therefor in the exchange offer);

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of (a) Acquired Debt or (b) Debt (including Capital Lease Obligations, including those under sale-leaseback transactions) or Preferred Stock for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of any property, plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and whether such Debt or Preferred Stock is owed or issued to the seller or Person carrying out such construction or improvement or to any third party), in an aggregate principal amount at the date of such incurrence (including all Permitted Refinancing Debt incurred to refund, refinance or replace any other Debt incurred pursuant to this clause (4)) not to exceed an amount equal to the greater of (x) $25.0 million and (y) 5.0% of Total Assets at any one time outstanding; provided that, such Debt exists at the date of such purchase or transaction or is created within 180 days thereafter;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, refinance or replace Debt incurred pursuant to clauses (2) (other than Existing Debt of the types referred to in clauses (6) and (7)), (3), (4) or (5);

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Debt or Preferred Stock owed or issued to and held by the Issuer and any of its Restricted Subsidiaries including any Debt arising in connection with a Qualified Receivables Transaction, provided, however, that (a) any such Debt of the Issuer shall be subordinated and junior in right of payment to the notes and (b)(i) any subsequent issuance or transfer of Equity Interests or other action that results in any such Debt or Preferred Stock being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Debt or Preferred Stock to a Person that is not either the Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Debt or issuance of such Preferred Stock by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred (a) principally for the purpose of fixing or hedging interest rate risk with respect to any Debt

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that is permitted by the terms of the applicable indenture to be outstanding or (b) principally for the purpose of fixing or hedging currency exchange rate risk or commodity price risk incurred in the ordinary course of business;

(8) the incurrence of any Guarantee by the Issuer or any Subsidiary Guarantor of Debt of the Issuer or a Restricted Subsidiary (other than an Immaterial Subsidiary that is not a Guarantor) of the Issuer that was permitted to be incurred by another provision of this covenant and the incurrence of any Guarantee by any Foreign Restricted Subsidiary of Debt of another Foreign Restricted Subsidiary;

(9) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Debt (which may comprise Debt under the Amended and Restated Credit Facility) in an aggregate principal amount (or accreted value, as applicable), and the issuance by Restricted Subsidiaries that are not Guarantors of Preferred Stock with a liquidation preference, at any time outstanding, pursuant to this clause (9) not to exceed an amount equal to $25.0 million.

Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies.

For purposes of determining compliance with this covenant:

(1) the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt (to the extent such guarantee, Lien, letter of credit or similar instrument is otherwise permitted to be incurred) shall be disregarded;

(2) in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) of the definition of Permitted Debt above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion, classify (and may, from time to time, re-classify) such item of Debt in any manner that complies with this covenant and such item of Debt will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof; provided that all outstanding Debt under the Amended and Restated Credit Facility immediately following the Transactions will be deemed to have been incurred pursuant to clause (1) of the definition of Permitted Debt;

(3) accrual of interest or dividends (including the issuance of “pay in kind” securities in respect of such accrued interest or dividends), the accretion of accreted value or liquidation preference and the extension of maturity will not be deemed to be an incurrence of Debt or issuance of Preferred Stock; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Issuer as accrued; and

(4) any Qualified Holdco Debt incurred in reliance upon the Issuer’s ability to incur Permitted Debt will be deemed to be incurred by the Issuer for purposes of determining whether additional Permitted Debt can be incurred for so long as such Qualified Holdco Debt remains outstanding.

Liens

Each indenture provides that the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under such indenture and the notes issued thereunder are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by such Lien or such other obligations are no longer obligations of the Issuer or any of its Restricted Subsidiaries; provided that:

(1) if such other Debt constitutes Subordinated Debt or is otherwise subordinate or junior in right of payment to the Obligations under the applicable indenture, the notes issued thereunder or the relevant Note Guarantee, as the case may be, such Lien is expressly made prior and senior in priority to the Lien securing such other Debt; or

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(2) in any other case, such Lien ranks equally and ratably with or prior to the Lien securing the other Debt or obligations so secured.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

However, the preceding restrictions do not apply to encumbrances or restrictions:

(a) under contracts in effect on the Issue Date, including the Amended and Restated Credit Facility and other Existing Debt and the related documentation;

(b) under the notes, the indentures, the Holdings senior discount notes, the indenture governing the Holdings senior discount notes and any other related agreement entered into after the Issue Date, provided that the encumbrances or restrictions in any such other agreement are not materially more restrictive, taken as a whole, than those contained in the applicable indenture and the applicable notes;

(c) under any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(d) existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;

(e) created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Board of Directors or senior management of the Issuer, are necessary or advisable to effect such Qualified Receivables Transaction;

(f) in the case of clause (3) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the applicable indenture, (iii) contained in security agreements or mortgages securing Debt to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages, or (iv) any Lien on property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the applicable indenture;

(g) existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(h) on cash or other deposits or net worth imposed by leases and customer contracts entered into in the ordinary course of business;

(i) in customary form under joint venture agreements and other similar agreements which limitations are only applicable to the Person or assets that are the subject of such agreements (and any assets of such Person);

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(j) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Issuer or any of its Restricted Subsidiaries or any of their businesses;

(k) contained in the terms governing any Debt of any Restricted Subsidiary otherwise permitted to be incurred under the applicable indenture if (as determined in good faith by the Board of Directors of the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially adversely affect the ability of Issuer to make payments on the notes; or

(l) under any Permitted Refinancing Debt or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Transactions with Affiliates

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance, guarantee or other transaction with, or for the benefit of, any Person that, prior to such transaction, was an Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2) the Issuer delivers to the trustee:

(i) with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $7.5 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by the Board of Directors; and

(ii) with respect to any Affiliate Transaction involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

Notwithstanding the foregoing, none of the following shall be prohibited by this covenant (or be deemed to be Affiliate Transactions):

(1) any employment agreements, consulting agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors’ and officers’ indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers, directors or consultants that are natural persons and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers, directors or consultants that are natural persons in the ordinary course of business or in connection with the Issuer’s transition to new ownership;

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(2) transactions between or among (i) the Issuer and/or its Restricted Subsidiaries or (ii) the Issuer and/or one or more of its Restricted Subsidiaries and any joint venture; provided, in the case of this clause (ii), no Affiliate of the Issuer (other than a Restricted Subsidiary) owns any of the Capital Stock of any such joint venture;

(3) Permitted Investments and Restricted Payments (including Specified Affiliate Payments, even if not Restricted Payments) that are permitted by the provisions of the applicable indenture described above under the caption “—Restricted Payments;”

(4) transactions in connection with any Qualified Receivables Transaction;

(5) payments to Investcorp, Berkshire Partners, Greenbriar or any other holder of Capital Stock or any of their respective Affiliates (whether or not such Persons are Affiliates of the Issuer) for (a) any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and related expenses, including in connection with acquisitions, divestitures or a Change of Control, which payments are on arm’s length terms and approved by the Board of Directors of the Issuer in good faith and (b) any annual management, consulting and advisory fees and related expenses, but excluding any such fees payable prior to the fifth anniversary of the Issue Date (other than the prepayment of annual management fees on or about the Issue Date as disclosed in the Offering Memorandum);

(6) any agreement as in effect on the Issue Date (including the Merger Agreement and the advisory agreements with members of the Initial Control Group) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect) or any transaction contemplated thereby;

(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the applicable indenture which are fair to the Issuer or its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof;

(8) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Holdings or any capital contribution to the Issuer;

(9) the issuance of Permitted Debt permitted by clause (9) of the definition of “Permitted Debt” to any Affiliate on terms that, taken as a whole, are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person, or, if there is no comparable transaction, have been negotiated in good faith by the parties thereto; and

(10) any transaction in which the Issuer or any of its Restricted Subsidiaries delivers to the trustee a letter issued by an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair from a financial point of view or meets the requirements of clause (1) of the first paragraph of this covenant.

Limitations on Designations of Unrestricted Subsidiaries

The Board of Directors may designate (a “Designation”) any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary, so long as such Designation would not cause a Default, provided that:

(1) any then existing Guarantee by the Issuer or any Restricted Subsidiary of any Debt of the Subsidiary being so designated shall be deemed an “incurrence” of such Debt at the time of such Designation; and

(2) the “incurrence” of Debt referred to in clause (1) of this provision would be permitted under the “—Incurrence of Debt and Issuance of Preferred Stock” covenant described above.

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For purposes of making the determination of whether such Designation would cause a Default, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated, will be deemed made at the time of such Designation. The amount of such outstanding Investments will be equal to the portion of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Issuer. Such Designation will only be permitted if any such Investment would be permitted at such time.

The Board of Directors may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), provided that:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Revocation; and

(2) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of the applicable indenture.

Any such Designation or Revocation by the Board of Directors after the Issue Date shall be evidenced to the trustee by promptly filing with the trustee a copy of the resolution of the Board of Directors giving effect to such Designation or Revocation and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

Additional Note Guarantees

If the Issuer or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than a Receivable Subsidiary) after the Issue Date, then that newly acquired or created Domestic Restricted Subsidiary shall become a Guarantor and execute a Note Guarantee in accordance with the provisions of each indenture within 10 business days of the date on which it was acquired or created; provided that any Domestic Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until 10 business days after it ceases to be an Immaterial Subsidiary. Notwithstanding the foregoing, any Restricted Subsidiary that is not required to be a Guarantor may at any time become a Guarantor at its election by executing a Note Guarantee in accordance with the provisions of the applicable indenture. In addition, if any Restricted Subsidiary of the Issuer that is not a Guarantor shall Guarantee any Debt of the Issuer or any Guarantor while the notes are outstanding, then such Subsidiary shall become a Guarantor under each indenture and shall execute a Note Guarantee in accordance with the provisions of such indenture. Any Note Guarantee given by any Restricted Subsidiary that was not previously a Guarantor pursuant to the immediately preceding sentence shall be automatically released upon the release by the holders of the Debt of the Issuer or Guarantor described in the immediately preceding sentence or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt), which resulted in the notes being guaranteed by such Restricted Subsidiary, at such time as (A) no other Debt of the Issuer and the other Guarantors has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Debt which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt).

Payments for Consent

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the applicable indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

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Business Activities

The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as is not material to the Issuer and its Restricted Subsidiaries taken as a whole.

Reports

Whether or not required by the Commission’s rules and regulations, so long as any notes are outstanding, the Issuer shall file with the Commission (unless the Commission will not accept such a filing) and furnish to the holders of notes (which may be by posting on the Issuer’s website) or cause the trustee to furnish to the holders of the notes, in each case within the time periods specified in the Commission’s rules and regulations for registrants that are not accelerated filers (unless the Issuer is required by Commission rules and regulations to be an accelerated filer at such time):

(1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

If at any time after the Issue Date (a) Holdings or any other Holding Company becomes subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (b) the rules and regulations of the Commission permit the Issuer and Holdings or any such other Holding Company to report at the level of Holdings or such Holding Company on a consolidated basis and (c) Holdings or such Holding Company is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Issuer, such consolidated reporting at such Holdings or other Holding Company level in a manner consistent with that described in this covenant for the Issuer will satisfy this covenant; provided that Holdings or such other Holding Company includes in its reports information about the Issuer that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect.

In addition, the Issuer agrees, that, for so long as any notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Commission, it shall furnish to the holders of the notes, upon their request, or any prospective purchaser designated by any such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of notes pursuant to Rule 144A under the Securities Act.

Merger, Consolidation, or Sale of All or Substantially All Assets

The Issuer may not directly or indirectly consolidate or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1) the Issuer is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that if such surviving person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state or the District of Columbia becomes a co-issuer of the applicable notes in connection therewith;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the applicable notes, the applicable indenture and the registration rights agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the trustee;

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(3) immediately after such transaction no Default exists;

(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) be permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception or (ii) have a Consolidated Coverage Ratio at least equal to the Consolidated Coverage Ratio of the Issuer for such four-quarter reference period; and

(5) the Issuer shall have delivered to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with the applicable indenture.

In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and the Restricted Subsidiaries’ properties or assets in one or more related transactions, to any other Person.

Notwithstanding the foregoing, clauses (3) and (4) (and, in the case of clause (b) below, clause (5)) of the covenant described above will not apply to:

(a) the merger of the Issuer and ATD Merger Sub occurring on the Issue Date pursuant to the Merger Agreement;

(b) the consolidation or merger of the Issuer with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Issuer; and

(c) any merger or consolidation of the Issuer with an Affiliate formed solely for the purpose of reforming the Issuer in another jurisdiction or solely for the purpose of facilitating the formation of a Holding Company.

For purposes of this covenant, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Upon any consolidation or merger or any transfer (other than a lease) of all or substantially all of the assets of the Issuer in accordance with the foregoing, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the applicable indenture with the same effect as if such successor entity had been named in such indenture as the Issuer, and the Issuer (except in the case of a transfer of less than all of the assets of the Issuer) shall be released from the obligations under the applicable notes, the applicable indenture and the registration rights agreement.

Events of Default and Remedies

Each of the following constitutes an Event of Default under the applicable indenture:

(1) default for 30 days in the payment when due of interest on the notes issued thereunder;

(2) default in payment when due of the principal of or premium, if any, on the notes issued thereunder, and any failure of the Issuer to make a Change of Control Offer or Asset Sale Offer when required or to purchase notes issued thereunder required to be purchased in connection therewith;

(3) failure by the Issuer to comply with the provision of such indenture described under “—Certain Covenants—Merger, Consolidation, or Sale of all or Substantially all Assets”;

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(4) failure by the Issuer for 30 days after receipt of notice from the trustee or the holders of at least 25% in principal amount of the then outstanding notes issued thereunder specifying such failure to comply with the provisions of such indenture described under the captions “—Certain Covenants—Restricted Payments,” or “—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock”;

(5) failure by the Issuer for 60 days after receipt of notice given to the Issuer by the trustee or to the Issuer and the trustee by the holders of at least 25% in aggregate principal amount of the notes issued thereunder outstanding specifying such failure to comply with any of its other agreements in the applicable indenture or the applicable notes;

(6) the failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $15.0 million;

(7) any judgment or decree for the payment of money in excess of $15.0 million (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or which are covered by insurance (unless the Issuer’s insurance carriers have denied coverage in respect thereof) in the event any appeal thereof shall be unsuccessful) is entered against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(8) except as permitted by the applicable indenture, any Note Guarantee issued thereunder by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and

(9) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary.

If any Event of Default occurs and is continuing with respect to a series of notes, the trustee or the holders of at least 25% in principal amount of the then outstanding notes of such series may declare all the notes to be due and payable. Upon such a declaration, the amount of the then outstanding notes of the applicable series shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer all then outstanding notes of each series will become due and payable without further action or notice.

The holders of a majority in aggregate principal amount of the notes of a series then outstanding by notice to the trustee may on behalf of the holders of all of the notes of such series waive any existing Default and its consequences under the applicable indenture except a continuing Event of Default in the payment of interest on, or the principal of, the notes of such series.

Subject to the provisions of the applicable indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under such indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, interest when due, no holder may pursue any remedy with respect to the applicable indenture or the related notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes of such series have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

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(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the holders of a majority in aggregate principal amount of the then outstanding notes of such series have not given the trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the then outstanding notes of a series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. Each indenture provides that if an Event of Default has occurred and is continuing, the trustee is required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.

The trustee, however, may refuse to follow any direction that conflicts with law or the indentures or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under either indenture, the trustee is entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Subject to the next sentence, if a Default occurs and is continuing under an indenture and is known to the trustee, the trustee must mail to each holder of notes issued thereunder notice of the Default. Except in the case of a Default in the payment of principal of, or premium, if any, interest on any note, the trustee may withhold notice if and so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of holders of notes. In addition, the Issuer is required to deliver to the trustee, within 120 days after the end of each fiscal year (other than fiscal years ending prior to the Issue Date), an Officer’s Certificate indicating whether the signers thereof actually know of any Default that occurred during the previous year. The Issuer also is required to deliver to the trustee, forthwith upon any Senior Officer obtaining actual knowledge of any such Default under an indenture, written notice of any event which would constitute a Default, its status and what action the Issuer is taking or proposes to take in respect thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Issuer, as such, shall have any liability for any obligations of the Issuer under the notes, the indentures or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Note Guarantees, the indentures or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes and Note Guarantees by accepting a note and a Note Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Satisfaction and Discharge

Upon the request of the Issuer, an indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes, as expressly provided for in the applicable indenture) and the trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of such indenture and the Note Guarantees issued thereunder and the notes issued thereunder when:

(1) either:

(a) all the notes theretofore authenticated and delivered under such indenture (other than destroyed, lost or stolen notes that have been replaced or paid) have been delivered to the trustee for cancellation; or

(b) all notes issued under such indenture not theretofore delivered to the trustee for cancellation:

(i) have become due and payable;

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(ii) will become due and payable at maturity within one year; or

(iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the trustee funds in trust for the purpose in an amount sufficient to pay and discharge the entire Debt on such notes not theretofore delivered to the trustee for cancellation, for principal (and premium, if any, on) and interest on the notes to the date of such deposit (in case of notes that have become due and payable) or to the Stated Maturity or redemption date, as the case may be;

(2) the Issuer has paid or caused to be paid all sums payable under such indenture by the Issuer; and

(3) the Issuer has delivered to the trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in such indenture relating to the satisfaction and discharge of such indenture, such Note Guarantees and such notes have been complied with.

Legal Defeasance and Covenant Defeasance

The Issuer may, at its option and at any time, elect to have all of its and the Guarantors’ obligations discharged with respect to the notes of a series and any related Note Guarantees, as the case may be (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes of such series to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due from the trust referred to below;

(2) the Issuer’s obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for note payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the applicable indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants that are described in the applicable indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the applicable notes and the applicable Note Guarantees. In the event Covenant Defeasance occurs, certain events (not including non-payment, and, solely with respect to the Issuer, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the applicable notes. In addition, upon covenant defeasance, the applicable Note Guarantees of each Guarantor will be released.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer or the Guarantors must irrevocably deposit with the trustee (or other qualifying trustee, collectively for this purpose, the “trustee”), in trust, for the benefit of the holders of the applicable notes cash in U.S. dollars, Government Notes, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest on such notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer and the Guarantors must specify whether such notes are being defeased to maturity or to a particular redemption date;

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(2) in the case of Legal Defeasance, the Issuer or the Guarantors shall have delivered to the trustee an Opinion of Counsel in the United States reasonably acceptable to the trustee confirming that, subject to customary assumptions and exclusions:

(a) the Issuer and the Guarantors have received from, or there has been published by, the Internal Revenue Service a ruling; or

(b) since the Issue Date, there has been a change in the applicable federal income tax law,

and, in either case, to the effect that the holders of such notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the trustee an Opinion of Counsel in the United States reasonably acceptable to the trustee confirming that, subject to customary assumptions and exclusions, the holders of such outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the applicable indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(6) the Issuer must have delivered to the trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 123^rd day following the deposit and assuming that no holder of such notes is an “insider” of the Issuer under applicable bankruptcy law, after the 123^rd day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision;

(7) the Issuer or the Guarantors must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the applicable notes over the other creditors of the Issuer or the Guarantors, as applicable, with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Guarantors, as applicable, or others; and

(8) the Issuer must deliver to the trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance (other than the expiration of the 123-day period referred to above) have been complied with.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the applicable indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders are required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any note selected for redemption or repurchase. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed or before any repurchase offer.

The notes are issued in registered form and the registered holder of a note is treated as the owner of it for all purposes. Only registered holders will have rights under the applicable indenture.

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Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, each indenture, and the notes and the Note Guarantees issued thereunder, may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the applicable notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such notes), and any existing default or compliance with any provision of such indenture, such notes and such Note Guarantees may be waived with the consent of the holders of a majority in principal amount of the then outstanding applicable notes (including consents obtained in connection with a tender offer or exchange offer for such notes).

Notwithstanding the foregoing, without the consent of each holder affected, an amendment or waiver may not (with respect to any notes of a series held by a non-consenting holder):

(1) reduce the principal amount of such notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any such note, reduce any premium payable upon, or change the dates (to earlier dates) of, redemption of such notes (other than provisions relating to the covenants described above under “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any such note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on such notes (except a rescission of acceleration of the applicable notes by the holders of at least a majority in aggregate principal amount of such notes then outstanding and a waiver of the payment default that resulted from such acceleration);

(5) make any such note payable in money other than that stated in the notes;

(6) impair the rights of holders of such notes to receive payments of principal of or premium, if any, or interest on such notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such notes;

(7) after the time a Change of Control Offer or Asset Sale Offer is required to have been made, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder;

(8) make any change in the foregoing amendment and waiver provisions; or

(9) except as permitted by the applicable indenture, release any Note Guarantee.

Notwithstanding the foregoing, without the consent of any holder of notes of a series, the Issuer and the trustee may amend or supplement the applicable indenture or the notes issued thereunder:

(a) to cure any ambiguity, defect or inconsistency,

(b) to provide for uncertificated notes in addition to or in place of certificated notes,

(c) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to holders of such notes in the case of a merger, consolidation or sale of assets,

(d) to release any Note Guarantee in accordance with the provisions of such indenture,

(e) to provide for additional guarantors,

(f) to make any change that would provide any additional rights or benefits to the holders of notes or that, as determined by the Board of Directors in good faith, does not materially adversely affect the legal rights under the applicable indenture of any such holder,

(g) to comply with requirements of the Commission in order to effect or maintain the qualification of such indenture under the Trust Indenture Act,

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(h) to conform such indenture, the Note Guarantees or such notes to any provision of this Description of the Notes, or

(i) to provide for the issuance of additional notes under such indenture in accordance with the limitations set forth in such indenture as of the Issue Date.

Concerning the Trustee

Wachovia Bank, National Association is acting as trustee for each series of the notes. Wachovia is also the trustee for the Issuer’s existing notes and a lender under the Issuer’s credit facility. An affiliate of Wachovia was an initial purchaser of the outstanding notes.

The indentures contain certain limitations on the rights of the trustee, when the trustee is a creditor of the Issuer, to obtain payment of claims in such capacity in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with the Company and its affiliates. If the trustee acquires any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, the trustee must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

In case an Event of Default shall occur (which shall not be cured), the trustee shall be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.

Book-Entry, Delivery and Form

The notes are issued in registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof, in the form of both global notes and certificated notes, as further provided below.

Global Notes

Global notes are deposited with a custodian for DTC, and registered in the name of a nominee of DTC. Beneficial interests in the global notes are shown on records maintained by DTC and its direct and indirect participants. So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee will be considered the sole owner or holder of the Notes represented by such global note for all purposes under the indentures and the notes. No owner of a beneficial interest in a global note will be able to transfer such interest except in accordance with DTC’s applicable procedures and the applicable procedures of its direct and indirect participants.

Any beneficial interest in one global note that is transferred to a Person who takes delivery in the form of an interest in another global note will, upon transfer, cease to be an interest in such global note and become an interest in the other global note.

The Issuer will apply to DTC for acceptance of the global notes in its book-entry settlement system. Investors may hold their beneficial interests in the global notes directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC.

Payments of principal and interest under each global note will be made to DTC’s nominee as the registered owner of such global note. The Issuer expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants’ accounts with payments proportional to their respective beneficial interests in the principal amount of the relevant global note as shown on the records of DTC. The Issuer also expects that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of the

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Issuer, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any global note or for maintaining or reviewing any records relating to such beneficial interests.

Certificated Notes

If DTC notifies the Issuer that it is unwilling or unable to continue as depositary for a global note and a successor depositary is not appointed by the Issuer within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in that global note for one or more certificated notes registered in the name of the owner of such beneficial interest, as identified by DTC. In addition, beneficial interests in a global note may be exchanged for certificated notes upon request by or on behalf of DTC in accordance with customary procedures.

Same Day Settlement

The notes represented by the global notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any certificated notes will also be settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the indentures. Reference is made to the indentures for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Debt of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Debt incurred in connection with, or in contemplation of, such other Person’s merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Debt secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means:

(1) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person;

(2) any other Person that owns, directly or indirectly, 10% or more of such specified Person’s Voting Stock; or

(3) solely for purposes of the definition of “Initial Control Group,” any Person who is a director or officer of (a) such Person, (b) any Subsidiary of such Person or (c) any Person described in clause (1) or (2) above.

For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Amended and Restated Credit Facility” means the Fourth Amended and Restated Loan and Security Agreement dated March 31, 2005 among the Issuer and the financial institutions named therein, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to

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any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise).

“Applicable Eurodollar Rate” means, for each quarterly period during which any floating rate note is outstanding subsequent to the initial quarterly period beginning on the Issue Date and ending June 30, 2005, the rate determined by the Issuer (notice of such rate to be sent to the trustee by the Issuer on the date of determination thereof) equal to the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two business days prior to the first day of such quarterly period; provided that, if no such British Bankers’ Association LIBOR rate is available to the Issuer, the Applicable Eurodollar Rate for the relevant quarterly period shall instead be the rate at which Banc of America Securities LLC or one of its affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market for a period of three months at approximately 11:00 a.m. (London time) two business days prior to the first day of such quarterly period, in amounts equal to $1.0 million.

“Applicable Fixed Rate Note Premium” means, with respect to a fixed rate note at any redemption date, the greater of (i) 1.0% of the principal amount of such note or (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at April 1, 2009 (such redemption price being set forth in the table of the first paragraph under the subheading “Optional Redemption—Fixed Rate Notes”) plus (2) all required interest payments due on such note through April 1, 2009 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such note.

“Applicable Floating Rate Note Premium” means, with respect to a floating rate note at any redemption date, the greater of (i) 1.0% of the principal amount of such note or (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at April 1, 2007 (such redemption price being set forth in the table of the first paragraph under the subheading “Optional Redemption—Floating Rate Notes”) plus (2) all required interest payments (calculated assuming that the Applicable Eurodollar Rate in effect on the date of such redemption is in effect at all times until April 1, 2007) due on such note through April 1, 2007 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such note.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including by way of merger or consolidation or a sale and leaseback); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the applicable indenture described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of all or Substantially all Assets” and not by the provisions of the Asset Sale covenant, and

(2) the issue or sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests of any of the Issuer’s Subsidiaries (other than director’s qualifying shares),

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions that have a fair market value in excess of, or for Net Proceeds in excess of $5.0 million.

Notwithstanding the foregoing, the following shall not be Asset Sales:

(a) a transfer of assets or an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary or a transfer of assets by the Issuer to a Restricted Subsidiary;

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(b) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments” (including any formation of or contribution of assets to a Subsidiary or joint venture);

(c) any disposition of property or assets (including inventory and accounts receivable) of the Issuer or any of its Subsidiaries in the ordinary course of business, or that in the reasonable judgment of the Issuer, have become uneconomic, obsolete or worn out;

(d) the disposition of Cash Equivalents or cash;

(e) the sale or factoring of receivables or related assets (or a fractional undivided interest therein) on customary market terms pursuant to Credit Facilities or in a Qualified Receivables Transaction but only if the proceeds thereof received by the Issuer and its Restricted Subsidiaries, in the judgment of the Board of Directors, represent the fair market value of such receivables and other assets (net of customary discounts); and

(f) the sale or other disposition of Equity Interests of, or other Investments in, an Unrestricted Subsidiary.

“Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” or “group”, as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition and (ii) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more members of the Initial Control Group (or one or more members of the Initial Control Group are deemed to share beneficial ownership with one or more other persons of any shares of Capital Stock), (a) such “group” shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group forming a part of such group and (b) any person (other than a member of the Initial Control Group) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group that is a part of such group (or in which such person shares beneficial ownership).

“Berkshire Partners” means Berkshire Partners LLC.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or (except if used in the definition of “Change of Control”) any authorized committee of the Board of Directors of such Person;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of any date, an amount equal to the sum of:

(1) 85% of the aggregate book value of all accounts receivable of the Issuer and its Restricted Subsidiaries; and

(2) 65% of the aggregate book value of all inventory owned by the Issuer and its Restricted Subsidiaries;

all calculated on a consolidated basis in accordance with GAAP.

To the extent that information is not available as to the amount of accounts receivable or inventory as of a specific date, the Issuer shall use the most recent available information for purposes of calculating the Borrowing Base.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in

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accordance with GAAP. The Stated Maturity of any Capital Lease Obligation is the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(3) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

(2) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank or trust company having capital and surplus in excess of $300 million;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above or whose unsecured long-term Debt is rated not less than “A” by S&P or “A2” by Moody’s at the time such Investment is made or any Affiliate of any such financial institution;

(4) commercial paper rated “A 2” or better by S&P or “P 2” or better by Moody’s and in each case maturing within one year after the date of acquisition;

(5) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P;

(6) Debt with a rating of “A” or higher from S&P or “A2” or higher from Moody’s having a maturity not more than one year from the date of acquisition; and

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1)-(6) above.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Initial Control Group, becomes the Beneficial Owner, directly or indirectly (whether as a result of the issuance of securities of the Issuer or Holdings, as the case may be, any merger, consolidation, liquidation or dissolution of the Issuer or Holdings, as the case may be, any direct or indirect transfer of securities by the Initial Control Group or otherwise), of more than 50% of the total voting power of the Voting Stock of the Issuer or Holdings as the case may be, and the Initial Control Group does not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Issuer or Holdings, as the case may be;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or

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assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” other than a member of the Initial Control Group;

(3) at any time after the first public offering of common stock of the Issuer or Holdings, as the case may be, any person other than the Initial Control Group (or their designated board members), (a)(i) nominates one or more individuals for election to the Board of Directors of the Issuer or Holdings, as the case may be, which individuals have not been approved for election by the Initial Control Group or a vote by the majority of the Board of Directors then in office and (ii) solicits proxies, authorizations or consents in connection therewith and (b) such number of nominees elected to serve on the Board of Directors in such election and all previous elections after the Issue Date and not so approved represents a majority of the Board of Directors of the Issuer or Holdings as the case may be, following such election; or

(4) Holdings ceases to beneficially own, directly or indirectly, all of the Equity Interests of the Issuer (other than as a result of a merger, consolidation or transfer of all or substantially all the Issuer’s assets permitted by the provisions of the applicable indenture covenant described above under the caption “—Merger, Consolidation or Sale of All or Substantially All Assets”).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Commodity Hedging Agreements” means any futures contract or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in commodities prices.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) plus, without duplication, to the extent deducted in computing such Consolidated Net Income:

(a) Consolidated Interest Expense (including, without duplication, interest expense of Holdings to the extent related to the Holdings senior discount notes due 2013) and the amortization of deferred financing costs of such Person and its Restricted Subsidiaries for such period;

(b) provision for taxes based on income, profits or capital (including franchise taxes) of such Person and its Restricted Subsidiaries for such period;

(c) depreciation and amortization expense, including amortization of inventory write-up under SFAS 141, amortization or write-off of intangibles (including goodwill and the non-cash costs of Interest Rate Agreements, Commodity Hedging Agreements or Currency Agreements, license agreements and non-competition agreements) and non-cash amortization of Capital Lease Obligations;

(d) expenses and charges related to any equity offering, incurrence of Debt, Investment or acquisition or divestiture (including any such expenses or charges relating to the Transactions);

(e) the amount of any restructuring or unusual charge or reserve;

(f) any non-cash charge or expense (excluding any such non-cash expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period), including unrealized gains (or less any losses) from hedging, foreign currency or commodities translations and transactions and any write-downs, write-offs, and other non-cash charges, items and expenses;

(g) the amount of any expense relating to any minority interest of Restricted Subsidiaries;

(h) expenses consisting of internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP;

(i) with respect to periods prior to the Issue Date, all items reflected in the calculation of Adjusted EBITDA set forth in footnote (4) to “Summary Historical and Unaudited Pro Forma Consolidated Financial Data”; and

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(j) costs of surety bonds in connection with financing activities;

(2) minus any cash payment for which a reserve or charge of the kind described in clauses (f) or (g) of subclause (1) above was taken during such period.

“Consolidated Coverage Ratio” means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period. In the event that (i) the Issuer or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Debt (other than revolving credit borrowings or revolving advances under any Qualified Receivables Transaction) or issues or redeems Preferred Stock or (ii) any Qualified Holdco Debt of Holdings or the Holdings senior discount notes are incurred, assumed or redeemed, in each case subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Coverage Ratio is made (the “Calculation Date”), then the Consolidated Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Debt, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter reference period, provided that no pro forma effect shall be given to the incurrence of any Permitted Debt incurred on the Calculation Date or the discharge on the Calculation Date of any Debt from the proceeds of any such Permitted Debt.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, and discontinued operations determined in accordance with GAAP on or prior to the Calculation Date, shall be given effect on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations or discontinued operations (and the reduction or increase of any associated Consolidated Interest Expense, and the change in Consolidated Cash Flow, resulting therefrom, including as a result of any Pro Forma Cost Savings) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger or consolidation or discontinued an operation, that would have required adjustment pursuant to this definition, then the Consolidated Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a financial or accounting officer of the Issuer. If any Debt to which pro forma effect is given bears interest at a floating rate, the interest expense on such Debt shall be calculated as if the rate in effect on the Calculation Date had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement in effect on the Calculation Date). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated net interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest expense, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred

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in respect of letter of credit or bankers’ acceptance financings or any Qualified Receivables Transaction, and net payments (if any) pursuant to Hedging Obligations relating to Interest Rate Agreements or Currency Agreements with respect to Debt, excluding, however, (a) amortization or write-off of debt issuance costs, commissions, fees and expenses and (b) any transaction fees and charges;

(2) the consolidated capitalized interest of such Person and its Restricted Subsidiaries for that period, whether paid or accrued;

(3) any interest expense on Debt of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries or any series of preferred stock of any of its Restricted Subsidiaries (other than Guarantors), other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Equity Interests) or to the Issuer or a Restricted Subsidiary of the Issuer; and

(5) in the case of the Issuer, any interest expense of Holdings to the extent related to Qualified Holdco Debt or the Holdings senior discount notes and, without duplication, the amount of any dividends made to Holdings pursuant to clause (8) under “—Certain Covenants—Restricted Payments” during the applicable period;

in each case, determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (without duplication); provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Restricted Subsidiary of such Person and the net losses of any such Person shall only be included to the extent funded with cash from the Issuer or any Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary (other than a Foreign Restricted Subsidiary) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, prohibited by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction with respect to the payment of dividends has been waived;

(3) the cumulative effect of a change in accounting principles shall be excluded (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP);

(4) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Issuer or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Issuer (other than Disqualified Stock);

(5) to the extent deducted in determining Net Income, the (a) fees, expenses and other costs incurred in connection with the Transactions on or about the Issue Date, in each case, to the extent that such fee, expense, cost or payment is disclosed in this Offering Memorandum, (b) any amortization or write-off of goodwill or other intangible assets and (c) any increased depreciation or amortization expense or one-time non-cash charges arising solely from the Transactions or any acquisition consummated after

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the Issue Date (or resulting from purchase accounting in connection therewith) shall in each case be excluded;

(6) any net after tax gain or loss from discontinued operations and any net after tax gain or loss on disposal of discontinued operations shall be excluded; and

(7) in the case of the Issuer, any interest expense of Holdings to the extent related to the Holdings senior discount notes shall be deducted therefrom.

“Coverage Ratio Exception” shall have the meaning set forth in the first paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock.”

“Credit Facilities” means, with respect to the Issuer and its Restricted Subsidiaries, one or more debt facilities (including the Amended and Restated Credit Facility), receivables facilities (including all Qualified Receivables Transactions) or commercial paper facilities with banks, insurance companies or other institutional lenders providing for revolving credit loans, term loans, notes, factoring or other receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables) or letters of credit or other credit facilities, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which the Issuer or any Restricted Subsidiary is a party or of which it is a beneficiary.

“Debt” means, with respect to any Person (without duplication):

(1) any indebtedness of such Person, whether or not contingent,

(a) in respect of borrowed money; or

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances; or

(c) representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than six months after the date of purchase thereof), except any such balance that constitutes an accrued expense or trade payable; or

(d) representing any Hedging Obligations,

if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(2) all indebtedness under clause (1) of other Persons secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) provided that the amount of indebtedness of such Person shall be the lesser of:

(a) the fair market value of such asset at such date of determination; and

(b) the amount of such indebtedness of such other Persons;

(3) to the extent not otherwise included, the Guarantee by such Person of any Debt under clause (1) of any other Person; and

(4) any Disqualified Stock of such Person;

provided, however, that Debt shall not include:

(a) obligations of the Issuer or any of its Restricted Subsidiaries arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets

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or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that:

(i) such obligations are not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)); and

(ii) the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition,

(b) (i) obligations under (or constituting reimbursement obligations with respect to) letters of credit, performance bonds, surety bonds, appeal bonds, completion guarantees or similar instruments issued in connection with the ordinary course of a Permitted Business and not in connection with the incurrence of Debt for borrowed money, including letters of credit in respect of workers’ compensation claims, security or lease deposits and self-insurance; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing, and (ii) obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of day-light overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such obligations are extinguished within three business days of incurrence; or

(c) customer deposits in the ordinary course of business.

Except as otherwise expressly provided in this definition, or in the definition of “Disqualified Stock” the amount of any Debt outstanding as of any date shall be:

(1) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(2) with respect to any Hedging Obligation, the net amount payable if such Hedging Obligation terminated at that time due to default by such Person;

(3) the accreted value thereof, in the case of any Debt issued at a discount to par; or

(4) except as provided above, the principal amount or liquidation preference thereof, in the case of any other Debt.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Disqualified Equity Interests” means Disqualified Stock and all warrants, options or other rights to acquire Disqualified Stock (but excluding any debt security that is convertible into, or exchangeable for, Disqualified Stock).

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the applicable notes; or

(2) convertible into or exchangeable at the option of the holder thereof at any time on or prior to the date that is 91 days after the Stated Maturity of the applicable notes for Capital Stock referred to in clause (1) above or Debt.

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Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Issuer or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments”; and (C) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Issuer (or any of its Restricted Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time if, in the case of Capital Stock of the Issuer or any of its Restricted Subsidiaries, the terms of such Capital Stock provide that the Issuer or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments”.

For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to the applicable indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Issuer other than a Foreign Restricted Subsidiary.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Cash Contributions” means net cash proceeds or cash contributions designated as such pursuant to clause (2) of the second paragraph of the “Restricted Payments” covenant.

“Existing Debt” means Debt of the Issuer and its Restricted Subsidiaries (other than Debt under the Amended and Restated Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“Foreign Restricted Subsidiary” means any direct or indirect Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the indentures shall be computed in conformity with GAAP as in effect as of the Issue Date.

“Government Notes” means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency

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or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Greenbriar” means Greenbriar Equity Group LLC.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Debt.

“Guarantors” means:

(1) Holdings;

(2) each of the Issuer’s Domestic Restricted Subsidiaries on the Issue Date, other than any Immaterial Subsidiaries;

(3) each Restricted Subsidiary that executes and delivers a Note Guarantee after the Issue Date; and

(4) their respective successors and assigns,

in each case until released from its Note Guarantee in accordance with the terms of the applicable indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Interest Rate Agreements, Currency Agreements or Commodity Hedging Agreements.

“Holding Company” means Holdings (or any successor by merger or consolidation to Holdings) or any other direct or indirect parent of the Issuer.

“Holdings” means American Tire Distributors Holdings, Inc., a Delaware corporation, and its successors.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $1,000,000 and whose total revenues for the most recent 12 month period do not exceed $1,000,000; provided that a Restricted Subsidiary shall not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Debt of the Issuer or any Guarantor. An Immaterial Subsidiary shall remain an Immaterial Subsidiary (and shall not be deemed to have ceased to be such) until the earlier of (i) 45 days after the last day of any fiscal quarter on which such Subsidiary no longer qualifies as such or (ii) the date on which financial statements become available showing that such Subsidiary no longer qualifies as such as of the date of such financial statements.

“Initial Control Group” means Investcorp, its Affiliates, Berkshire Partners, its Affiliates, Greenbriar and its Affiliates and any Person acting in the capacity of an underwriter or initial purchaser in connection with a public or private offering of the Issuer’s or Holdings’ Capital Stock.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, repurchase agreement, futures contract or other financial agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in interest rates.

“Investcorp” means Investcorp S.A., a Luxembourg société anonyme.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding Guarantees of Debt not otherwise prohibited from being incurred under the applicable indenture), advances or capital contributions (excluding commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing plan contributions made in the ordinary course of business), and purchases or other acquisitions for consideration of

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Debt, Equity Interests or other securities. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed, as determined in good faith by the Board of Directors of the Issuer.”

“Issue Date” means, in the case of each indenture, the date on which the notes were first issued under such indenture.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Merger Agreement” means the Amended and Restated Agreement and Plan of Merger among Holdings, ATD MergerSub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as Stockholders’ Representative, and the Issuer as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any Person and any period, the unconsolidated net income (or loss) of such Person for such period, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends of such Person, excluding, however:

(1) any extraordinary or non-recurring gains or losses or charges (with all one-time fees, expenses and payments made on or about the Issue Date in connection with the Transactions and disclosed in the Offering Memorandum being deemed non-recurring for this purpose); any gains or losses or charges from the sale of assets outside the ordinary course of business; and any losses or charges constituting amortization of annual management fees to the extent that such fees were prepaid in cash on or about the Issue Date as disclosed in the Offering Memorandum, in each case together with any related provision for taxes on such gain or loss or charges; and

(2) deferred financing costs written off in connection with the early extinguishment of Debt.

“Net Proceeds” means the aggregate cash proceeds or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees, and brokerage and sales commissions) and any relocation, redundancy and closing costs incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts applied to the repayment of principal, premium, if any, and interest on Debt of the Issuer and its Restricted Subsidiaries that is not subordinated to the notes and required (other than as required by clause (1) of the second paragraph or clause (2) of the third paragraph of “—Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any deduction of appropriate amounts to be provided by the Issuer and its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Issuer and its Restricted Subsidiaries after such Asset Sale, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Asset Sale.

“Non-Recourse Debt” means Debt:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

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(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt (other than the notes) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries;

provided that, notwithstanding the foregoing, the Issuer and any of its other Subsidiaries that sell receivables to the Person incurring such Debt shall be allowed to provide such representations, warranties, covenants and indemnities as are customarily required in such transactions so long as no such representations, warranties, covenants or indemnities constitute a Guarantee of payment or recourse against credit losses.

“Note Guarantee” means the unconditional Guarantee by each Guarantor of the Issuer’s Obligations under the notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Officers” means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the trustee.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the trustee. The counsel may be an employee of or counsel to the Issuer or the trustee. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers’ Certificate, without any independent investigation.

“Pari Passu Debt” means any unsubordinated Debt of the Issuer or any Subsidiary Guarantor, other than Secured Debt.

“Permitted Business” means the businesses conducted by the Issuer and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

“Permitted Debt” is defined in the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock.”

“Permitted Investments” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary (including in any Equity Interests of a Restricted Subsidiary);

(2) any Investment in (a) cash or Cash Equivalents or (b) to the extent determined by the Issuer in good faith to be necessary for local currency working capital requirements of a Foreign Restricted Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Restricted Subsidiary having such requirements;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a

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series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any securities or assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or in connection with any disposition of assets not constituting an Asset Sale (except for dispositions exempt from such definition pursuant to clause (b) of the exceptions thereto);

(5) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of any Holding Company;

(6) any Investments relating to a Receivables Subsidiary;

(7) loans or advances to employees and officers (or loans to Holdings, the proceeds of which are used to make loans or advances to employees or officers, or guarantees of third-party loans to employees or officers) in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $1.0 million;

(8) stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of debts (whether pursuant to a plan of reorganization or similar arrangement);

(9) any Investment existing on the Issue Date;

(10) Investments in Interest Rate Agreements, Currency Agreements and Commodity Hedging Agreements not otherwise prohibited under the indentures;

(11) Investments in split dollar life insurance policies on officers and directors of the Company and its Subsidiaries in the ordinary course of business;

(12) receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Issuer or Restricted Subsidiary deems reasonable);

(13) any Investment in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(14) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means:

(1) Liens securing Debt (including Debt arising from a Qualified Receivables Transaction) that is permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt” (and Obligations in respect thereof) and/or securing Hedging Obligations related thereto;

(2) Liens in favor of the Issuer or any Restricted Subsidiary;

(3) Liens on property (i) existing at the time of acquisition thereof or (ii) of a Person existing at the time such Person is merged into or consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or those of the Person so acquired (including through merger or consolidation);

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(4) Liens that secure Debt of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer and not incurred in contemplation thereof, provided that such Liens do not extend to any assets other than those of the Person that became a Restricted Subsidiary of the Issuer;

(5) banker’s Liens, rights of setoff and Liens to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Debt (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of any property, in each case covering only the assets acquired, constructed or improved with such Debt or the Capital Stock of any Person owning such assets; provided that such Debt is incurred within 180 days after the date of such purchase or completion of such construction or improvement;

(7) Liens existing on the Issue Date (not otherwise constituting Permitted Liens);

(8) Liens on accounts receivables and related assets incurred in connection with a Qualified Receivables Transaction;

(9) (A) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and (B) Liens for taxes, assessments or governmental charges or claims, in each case, that are not yet due or delinquent or that are bonded, as the case may be, or that are being contested in good faith and by appropriate proceedings provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(10) Liens, pledges or deposits in connection with (A) workmen’s compensation obligations and general liability exposure of the Issuer and its Restricted Subsidiaries and (B) unemployment insurance and other social security legislation;

(11) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit;

(12) (A) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary of the Issuer has easement rights or on any real property leased by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (B) any condemnation or eminent domain proceedings affecting any real property;

(13) Liens arising by reason of a judgment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;

(14) Liens (a) on assets or properties subject to a Permitted Lien securing Debt permitted by the applicable indenture to be incurred, securing Interest Rate Agreements in respect of such Debt or (b) securing Hedging Obligations entered into in the ordinary course of business;

(15) extensions, renewals or replacements of any Liens referred to in clauses (3), (4), or (6) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the amount secured by such Lien is not increased;

(16) any provision for the retention of title to an asset by the vendor or transferor of such asset if such asset is acquired by the Issuer or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(17) Liens on Capital Stock of Unrestricted Subsidiaries;

(18) Liens on any escrow account used in connection with pre-funding Permitted Refinancing Debt in accordance with the definition thereof;

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(19) Liens on the deposit of funds to redeem the Series D notes outstanding on the Issue Date issued pursuant to the Indenture, dated as of December 1, 1998, among the Issuer, the subsidiary guarantors named therein and Wachovia Bank, National Association (as successor to First Union National Bank), as trustee; and

(20) other Liens securing Debt in an aggregate principal amount outstanding not to exceed 5.0% of Total Assets at the time of incurrence.

“Permitted Refinancing Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Debt of the Issuer or any of its Restricted Subsidiaries incurred in compliance with the applicable indenture; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Debt so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable premium and fees and expenses incurred in connection therewith);

(2) principal payments required under such Permitted Refinancing Debt have a Stated Maturity no earlier than the earlier of

(i) the Stated Maturity of those under the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(ii) the maturity date of the applicable notes;

(3) in the case of term Debt, such Permitted Refinancing Debt has a Weighted Average Life to Maturity equal to or greater than the lesser of

(i) the Weighted Average Life to Maturity of the Debt being extended, refinanced, renewed, replaced, defeased or refunded and

(ii) the Weighted Average Life to Maturity of the applicable notes;

(4) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the applicable notes, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, such notes on terms at least as favorable to the holders of such notes as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(5) such Debt is incurred either by the Issuer or any Guarantor or by the Restricted Subsidiary who is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded.

The Issuer or any Restricted Subsidiary may incur Permitted Refinancing Debt not more than six months prior to the application of the proceeds thereof to repay the Debt to be refinanced; provided that upon the incurrence of such Permitted Refinancing Debt (i) the Issuer shall provide written notice thereof to the trustee, specifically identifying the Debt to be refinanced with Permitted Refinancing Debt and (ii) the Issuer shall deposit the net proceeds of such issuance in escrow for the benefit of the holders of the Debt to be refinanced.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof) or any other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

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“Pro Forma Cost Savings” means with respect to any reference period ended on or before any date of determination (the “Calculation Date”), the pro forma effect of any cost savings that (1) are attributable to any Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations, (2) either (a) have been calculated on a basis consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the Issue Date or (b) have begun to be implemented on the Calculation Date or have been identified and approved by the Board of Directors and are reasonably expected to begin to be implemented within six months following the date of such Investment, acquisition, disposition, merger, consolidation or discontinued operations and (3) are determined based on a supportable, good faith estimate of the principal financial officer of the Issuer, as if all such cost savings had been effected as of the beginning of such reference period, decreased by any incremental expenses (other than capitalized expenses) that are or would be incurred during the reference period in order to achieve such cost savings.

“Qualified Holdco Debt” means any Debt incurred by Holdings (which may be guaranteed by the Issuer or any Restricted Subsidiary to the extent otherwise permitted by the applicable indenture) (a) the net proceeds of which are contributed to the Issuer within five Business Days of the incurrence (but only so long as such proceeds are not returned to Holdings) or (b) to finance some or all of its acquisition of assets of another Person (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) that is designated by the principal financial officer of the Issuer as Qualified Holdco Debt for purposes of the applicable indenture; provided that (i) in the case of Debt referred to in clause (b), such assets are used or useful in a Permitted Business and are contributed within five Business Days of the acquisition thereof to the Issuer or a Restricted Subsidiary of the Issuer, (ii) at the time such Indebtedness is designated as Qualified Holdco Debt, the Issuer could have incurred such Debt under the Coverage Ratio Exception or as Permitted Debt and (iii) the Holdings senior discount notes issued on the Issue Date shall not constitute Qualified Holder Debt.

“Qualified Receivables Transaction” means, with respect to any Person, any receivables securitization or factoring program pursuant to which such Person receives proceeds pursuant to a sale, pledge or other encumbrance of its receivables. A Qualified Receivables Transaction involving the sale, pledge or other encumbrance of receivables of, and the direct or indirect receipt of the proceeds thereof by, the Issuer or any Restricted Subsidiary thereof shall constitute a Qualified Receivables Transaction of the “Issuer” and/or its “Restricted Subsidiaries” whether or not as part of such securitization or factoring program such receivables are initially contributed or otherwise transferred to an Unrestricted Subsidiary of the Issuer (and then resold or encumbered by such Unrestricted Subsidiary).

“Receivables Subsidiary” means a wholly owned Subsidiary of the Issuer which engages in no activities other than in connection with the financing of receivables and related assets which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary (a) no portion of any Debt or any other obligations (contingent or otherwise) of which directly or indirectly, contingently or otherwise, (1) is guaranteed by the Issuer or a Restricted Subsidiary of the Issuer (excluding Standard Securitization Undertakings), (2) is recourse to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of the Issuer or a Restricted Subsidiary of the Issuer to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions, and (c) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments Basket” is defined in the first paragraph of the “Restricted Payments” covenant.

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“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” refers to a Restricted Subsidiary of the Issuer.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Secured Debt” means any Debt secured by a Lien on assets of the Issuer or any Subsidiary Guarantor.

“Senior Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Specified Affiliate Payments” means:

(1) the direct or indirect repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer, or payments to Holdings on account of any such acquisition or retirement for value of any Equity Interests of Holdings, held by any future, present or former employee, director, officer or consultant (that is a natural person) of Holdings or the Issuer (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions or retirements pursuant to this clause (1) (without giving effect to the immediately following proviso) of $6.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer (including by way of capital contribution) after the Issue Date from the sale of Equity Interests of Holdings or the Issuer to employees, directors, officers or consultants of Holdings, the Issuer or its Subsidiaries that occurs in such calendar year (it being understood that such cash proceeds shall be excluded from the Restricted Payments Basket) plus

(b) the cash proceeds from key man life insurance policies received by the Issuer and its Restricted Subsidiaries in such calendar year (including proceeds from the sale of such policies to the person insured thereby);

(it being understood that all or any portion of the aggregate amount under (a) and (b) may be applied in any calendar year provided further that cancellation of Debt owing to the Issuer from employees, directors, officers or consultants of the Issuer or any of its Subsidiaries (which Debt was incurred to finance the acquisition of such Equity Interests) in connection with a repurchase of Equity Interests of the Issuer will not be deemed to constitute a Restricted Payment for purposes of the applicable indenture);

(2) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Equity Interests;

(3) the payment of dividends, other distributions or other amounts by the Issuer to Holdings in amounts equal to amounts required for Holdings to pay federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer or any of the Restricted Subsidiaries and at such times as such taxes are due; and

(4) dividends, other distributions or other amounts paid by the Issuer to Holdings (a) in amounts equal to amounts required for Holdings to pay franchise taxes and other expenses required to maintain its

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corporate existence and provide for other operating costs of up to $1. 0 million per fiscal year or (b) to pay, or reimburse Holdings for, the costs, fees and expenses incident to a private placement or public offering of any of the Capital Stock of Holdings, so long as the net proceeds of such offering (if it is completed) are contributed to the Issuer.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or a Restricted Subsidiary which are reasonably customary in a receivables securitization transaction.

“Stated Maturity” means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

“Subordinated Debt” means any Debt of the Issuer or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the notes issued under the applicable indenture or the applicable Note Guarantee.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Subsidiary Guarantors” is defined in the paragraph under the caption “—The Note Guarantees.”

“Subsidiary Note Guarantee” means a guarantee of a note by a Subsidiary Guarantor.

“Total Assets” means, at any time, the total consolidated assets of the Issuer and its Restricted Subsidiaries at such time, determined in accordance with GAAP. For the purposes of clause (4) of the definition of “Permitted Debt,” Total Assets shall be determined giving pro forma effect to the lease, acquisition, construction or improvement of the assets being leased, acquired, constructed or improved with the proceeds of the relevant Debt.

“Transactions” means the transactions contemplated by the Merger Agreement, including the sale of equity interests in Holdings to members of the Initial Control Group, the issuance of the notes, the issuance of the Holdings senior discount notes, the amendment and restatement of, and borrowings under, the Amended and Restated Credit Agreement, the redemption of the Issuer’s Series D Notes, Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and the exchange of the Issuer’s Series B Cumulative Redeemable Preferred Stock for Series B Preferred Stock of Holdings.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two Business Days prior to the redemption date (or, if such

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Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2007 (in the case of the floating rate notes indenture) or April 1, 2009, (in the case of the fixed rate notes indenture); provided, however, that if the period from the redemption date to April 1, 2007 (in the case of the floating rate notes indenture) or April 1, 2009 (in the case of the fixed rate notes indenture), is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2007 (in the case of the floating rate notes indenture) or April 1, 2009 (in the case of the fixed rate notes indenture), is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer that is designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary,

but only to the extent permissible under the applicable indenture, as described above under the heading “Limitation on Designations of Unrestricted Subsidiaries”.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is normally entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2) the then outstanding principal amount of such Debt.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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DESCRIPTION OF THE HOLDINGS SENIOR DISCOUNT NOTES

General

This description describes Holdings’ Senior Discount Notes due 2013. References herein to the “notes” include only Holdings’ Senior Discount Notes due 2013 and do not include our floating rate notes or fixed rate notes. All references herein to the “indenture” are references to the indenture governing the notes. You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” Certain defined terms used in this description but not defined below under “Certain Definitions” have the meanings assigned to them in the indenture. All references in this Description of Notes to the “Issuer” are limited to American Tire Distributors Holdings, Inc. and do not include any of its Subsidiaries.

The Issuer issued the notes under an indenture between itself and Wachovia Bank, National Association, as trustee. The notes were issued in private transactions that were not subject to the registration requirements of the Securities Act. See “Notice to Investors.” The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The notes are subject to all such terms, and holders of notes are referred to each of the indenture and the Trust Indenture Act for a statement thereof.

The following summary of the material provisions of the indenture and the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the indenture and the registration rights agreement. Copies of the proposed form of the indenture and registration rights agreement are available as set forth in this prospectus under the heading “Where You Can Find Additional Information.”

As of March 31, 2005, the Issue Date, all of the Issuer’s Subsidiaries are Restricted Subsidiaries. However, under certain circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Issuer is able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries are not subject to many of the restrictive covenants set forth in the indenture.

Brief Description of the Notes

The notes:

• are general unsecured obligations of the Issuer;

• are pari passu in right of payment with all existing and future unsubordinated Debt of the Issuer;

• are senior in right of payment to any future Subordinated Debt of the Issuer; and

• are effectively junior to all secured Debt of the Issuer, to the extent of the value of the collateral, and to all liabilities of the Issuer’s subsidiaries.

Principal, Maturity and Interest

The notes issued on March 31, 2005, together with the new notes to be issued in exchange therefor in the exchange offer, are limited in aggregate principal amount at maturity to $51.5 million, and will mature on October 1, 2013. The outstanding Holdings senior discount notes were issued at a substantial discount from their principal amount at maturity in order to generate gross proceeds of approximately $40.0 million. Prior to April 1, 2007, no interest will accrue on the notes. Instead, the Accreted Value of the notes accretes at a rate of 13% compounded semi-annually to an aggregate Accreted Value of $51,480,000, the full principal amount at maturity, on April 1, 2007. Thereafter, interest on the notes will accrue at the rate per annum set forth on the cover of this prospectus and are payable, in cash, semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2007, to holders of record on the immediately preceding March 15 and September 15. Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 1, 2007. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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The indenture provides for the issuance of additional notes having identical terms and conditions to the notes offered hereby, subject to compliance with the covenants contained in the indenture. Any additional notes will be part of the same issue as the notes offered hereby and will vote on all matters with the notes offered hereby. For purposes of this “Description of the Notes,” reference to the notes includes additional notes except as otherwise indicated.

Methods of Receiving Payment on the Notes

Principal, premium, if any, interest on the notes will be payable at the office or agency of the Issuer maintained for such purpose (the “Paying Agent”) or, at the option of the Issuer, payment of interest may be made by check mailed to the holders of the notes at their respective addresses set forth in the register of holders; provided that all payments of principal, premium, if any, interest with respect to any notes the holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency will be the office of the trustee maintained for such purpose. The notes were issued in denominations of $1,000 and integral multiples thereof.

Ranking

The Issuer is a holding company with no assets other than its ownership of the equity of ATD Operating Company, and conducts all its operations through subsidiaries. As a result, the Issuer is completely dependent upon the operations and cash flows of its subsidiaries to meet its obligations, including its debt service obligations. ATD Operating Company’s debt imposes significant restrictions on its ability to pay dividends to the Issuer, although it is generally permitted to provide funds to us to pay interest on the notes as long as it is not in default on its debt.

The notes rank equally in right of payment with all unsubordinated obligations of the Issuer, but are effectively subordinated to all of its secured obligations, including its Guarantee of the Amended and Restated Credit Facility, to the extent of the value of the assets securing such indebtedness. Debt under the Amended and Restated Credit Facility is secured by a lien on substantially all of the assets of the Issuer and its Subsidiaries, including the capital stock of ATD Operating Company and all inventory and accounts receivable. As of January 1, 2005, on a pro forma basis giving effect to the acquisition and the related transactions, the Issuer would have had approximately $170.5 million of secured indebtedness outstanding, constituting its guarantee of the Amended and Restated Credit Facility.

Because the Issuer’s subsidiaries do not guarantee the notes, the notes effectively rank junior to all claims of creditors of the Issuer’s Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries. Although the indenture limits the incurrence of Debt and preferred stock of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Debt under the indenture. As of January 1, 2005, the Issuer’s subsidiaries had $489.0 million of total liabilities.

Optional Redemption

General

Except as described in the following paragraphs, the notes are not redeemable at the Issuer’s option prior to April 1, 2007. Thereafter, the notes will be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of Accreted Value) set forth below plus accrued and unpaid interest (if after April 1, 2007) if any, to the applicable redemption date (subject to the right of holders on the relevant record date to receive interest due

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on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2007	105.0%
2008	105.0%
2009	103.0%
2010	101.0%
2011 and thereafter	100.0%

Upon Certain Equity Offerings

In addition, at any time and from time to time, prior to April 1, 2007, the Issuer may redeem up to 35% of the sum of (1) the original aggregate principal amount at maturity of notes issued in this offering and (2) the original aggregate principal amount at maturity of any additional notes issued under the related indenture, if any, at a redemption price of 113.0% of the Accreted Value thereof, plus accrued interest if any, to the redemption date, with the net cash proceeds of a public offering of common stock of the Issuer; provided that

(1) at least 65% of the sum of (a) the original aggregate principal amount at maturity of notes issued in this offering and (b) the original aggregate principal amount at maturity of any additional notes, if any, issued under the related indenture, if any, remains outstanding immediately after the occurrence of any such redemption; and

(2) such redemption shall occur within 90 days of the date of the closing of such public offering.

Upon a Change of Control

At any time on or prior to April 1, 2007, the notes may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each holder’s registered address. The redemption price will be equal to (i) 100% of the Accreted Value of the notes, plus (ii) the Applicable Premium, if any.

Mandatory Redemption

Except as set forth in the next succeeding paragraph and below under “—Repurchase at the Option of Holders” the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

On April 1, 2010, if any notes are outstanding, the Issuer will be required to redeem 12.165% of each note (provided that if such percentage results in a holder owning less than a $1,000 principal amount at maturity increment, the Issuer shall redeem such additional principal amount at maturity of such holder’s notes to result in $1,000 increments) then outstanding (the “Mandatory Principal Redemption Amount”) ($6,262,691 aggregate Accreted Value of the notes, assuming all of the notes remain outstanding on such date) at a redemption price of 100% of the principal amount at maturity of the portion of the notes so redeemed; provided that the Issuer shall simultaneously be required to redeem an additional portion of each note to the extent required to prevent such note from being treated as an “Applicable High Yield Discount Obligation” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended. The Mandatory Principal Redemption Amount with respect to a note represents (i) the excess of the Accreted Value of such note outstanding on April 1, 2010 over the original issue price thereof less (ii) an amount equal to one year’s simple uncompounded interest on the original issue price of such note at a rate per annum equal to the yield to maturity on the notes.

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Selection and Notice

If less than all of the notes are to be redeemed at any time, selection of notes for redemption shall be made by the trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed, or, if the notes are not so listed, on a pro rata basis (among the notes issued on the Issue Date and any additional notes issued after the Issue Date, if any, as one class), by lot or by such method as the trustee shall deem fair and appropriate; provided that no notes of $1,000 principal amount at maturity or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount at maturity of that note that is to be redeemed. A new note in principal amount at maturity equal to the unredeemed portion of the original note shall be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the note is registered at the close of business, on such record date. On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest, if any, cease to accrue on notes or portions of them called for redemption, or if such redemption is prior to April 1, 2007, Accreted Value of such notes or portions of them called for redemption will cease to accrete.

Repurchase at the Option of Holders

Change of Control

The indenture provides that upon the occurrence of a Change of Control, unless all notes have been called for redemption pursuant to the provisions described above under the caption “—Optional Redemption,” each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 principal amount at maturity or an integral multiple thereof) of such holder’s notes pursuant to an offer on the terms set forth in the indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer shall offer a payment in cash equal to 101% of the aggregate Accreted Value thereof plus accrued and unpaid interest (if after April 1, 2007), if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless notice of redemption of all notes has then been given pursuant to the provisions described under the caption “—Optional Redemption” above, the Issuer shall mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of any notes as a result of a Change of Control. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, the Issuer shall comply with such securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue thereof.

On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

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(3) deliver or cause to be delivered to the trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount at maturity of notes or portions thereof being purchased by the Issuer.

The Paying Agent shall promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount at maturity to any unpurchased portion of the note surrendered, if any; provided that each such new note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Change of Control on its website.

The Change of Control provisions described above are applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. The Change of Control purchase feature is a result of negotiations between the Issuer and the Initial Purchasers. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuer would decide to do so in the future. Subject to the limitations discussed below, the Issuer could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could materially increase the amount of Debt outstanding at such time or otherwise affect the Issuer’s capital structure or credit ratings.

The Amended and Restated Credit Facility limits the ability of ATD Operating Company to provide funds to the Issuer to be used to purchase any notes, and also provides that certain change of control events with respect to the Issuer would constitute a default thereunder. In addition, ATD Operating Company’s fixed rate and floating rate notes impose limits in certain circumstances including in the event of a default thereunder on ATD Operating Company’s ability to make dividends to the Issuer to be used to purchase notes and also requires that an offer to repurchase ATD Operating Company’s fixed rate and floating rate notes be made upon certain change of control events. Any future credit agreements or other agreements to which the Issuer becomes a party or that may be entered into by Subsidiaries of the Issuer may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when ATD Operating Company is prohibited from providing funds to Issuer, ATD Operating Company could seek the consent of its lenders to provide funds to Issuer or could attempt to refinance the borrowings that contain such prohibition. If ATD Operating Company does not obtain such a consent or repay such borrowings, ATD Operating Company will remain prohibited from providing funds to Issuer to purchase the notes. In such case, the Issuer’s failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under the Amended and Restated Credit Facility and could constitute a default under any future credit facility or other agreement.

The Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party makes and consummates a Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Issuer and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

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Asset Sales

The indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of

(x) cash or Cash Equivalents; or

(y) (a) all or substantially all of the assets of, or the majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaging in, a Permitted Business or

(b) assets that are used or useful in a Permitted Business.

For purposes of this clause (2),(a) a lease entered into in connection with a sale-leaseback transaction shall not constitute part of the proceeds of such transaction and (b) each of the following will be deemed to be cash:

(i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet), of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets; and

(ii) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days after receipt.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1) to repay Secured Debt, Debt of any Restricted Subsidiary (including the fixed rate notes or floating rate notes of ATD Operating Company) or Pari Passu Debt (in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer); provided that if the Issuer shall so reduce Pari Passu Debt, it shall equally and ratably make an Asset Sale Offer to the holders of the notes (in accordance with the procedures set forth below for an Asset Sale Offer);

(2) to make capital expenditures or to acquire properties or assets that will be used or useful in the Permitted Business of the Issuer or any of its Restricted Subsidiaries; or

(3) to acquire a controlling interest in a Person engaged in a Permitted Business;

provided that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) or if the application of such Net Proceeds is part of a project authorized by the Board of Directors that will take longer than 365 days to complete, such 365 day period shall be extended with respect to the amount of Net Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or, until completion of such project, as the case may be. Pending the final application of any Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowing under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the preceding paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall:

(1) make an offer (an “Asset Sale Offer”) to all holders of notes; and

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(2) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Debt of the Issuer in accordance with provisions governing such Debt requiring the Issuer to prepay, purchase or redeem such Debt with the proceeds from any Asset Sales (or offer to do so),

pro rata in proportion to the respective Accreted Value of the notes and such other Debt required to be prepaid, purchased or redeemed or tendered for pursuant to such offer to purchase the maximum principal amount at maturity of notes that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their Accreted Value plus accrued and unpaid interest (if after April 1, 2007) to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in the indenture.

If any Excess Proceeds remain after completion of an Asset Sale Offer and, if applicable, any prepayment, purchase, redemption or tender of or for Pari Passu Debt, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate Accreted Value of notes surrendered by holders thereof exceeds the pro rata portion of such Excess Proceeds to be used to purchase notes, the trustee shall select the notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Issuer may commence an Asset Sale Offer prior to the expiration of 365 days after the occurrence of an Asset Sale.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of the indenture, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations described in the indenture by virtue thereof.

Certain Covenants

The indenture contains various restrictive covenants, including the covenants described below.

Restricted Payments

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other distribution (including any payment by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (other than dividends or distributions payable in Equity Interests (other than Disqualified Equity Interests) of the Issuer and dividends payable to the Issuer or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including any acquisition or retirement by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation) any Equity Interests of the Issuer or any Holding Company held by Persons other than the Issuer or any Restricted Subsidiary;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt of the Issuers, excluding any intercompany Debt between the Issuer and any of its Restricted Subsidiaries (it being understood that a prepayment by ATD Operating Company of its fixed rate notes or floating rate notes is not covered hereby), except (a) a payment of interest, principal or other related Obligations at Stated Maturity and (b) the purchase, repurchase or other acquisition or retirement of Subordinated Debt of the Issuer in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition or retirement; or

(4) make any Restricted Investment,

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(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(a) no Default shall have occurred and be continuing; and

(b) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception; and

(c) such Restricted Payment, together with (without duplication) the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries on or after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3)(A), (4), (5), (7) and (8) and excluding 50% of any Restricted Payments under clause (9) (to the extent such payment is not deducted in calculating Consolidated Net Income) or 100% of such payment under clause (9) if such payment is deducted in calculating Consolidated Net Income) of the next succeeding paragraph), is less than the sum (without duplication) (the “Restricted Payments Basket”) of:

(i) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(ii) 100% of the aggregate net cash proceeds received by the Issuer from the issue or sale (other than to a Subsidiary) of, or from capital contributions with respect to, Equity Interests of the Issuer (other than Disqualified Equity Interests and Excluded Cash Contributions), in either case after the Issue Date; plus

(iii) the amount by which the aggregate principal amount (or accreted value, if less) of Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange after the Issue Date of that Debt for Equity Interests (other than Disqualified Stock) of the Issuer, together with the net cash proceeds received by the Issuer at the time of such conversion or exchange, if any, less the amount of any cash, or the fair market value of any property (other than such Equity Interests), distributed by the Issuer upon such conversion or exchange; plus

(iv) 100% of the aggregate net cash proceeds received by the Issuer or a Restricted Subsidiary of the Issuer since the Issue Date from (A) Restricted Investments, whether through interest payments, principal payments, dividends or other distributions and payments, or the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and its Restricted Subsidiaries and (B) a cash dividend from, or the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary, in each case to the extent not otherwise included in Consolidated Net Income of the Issuer for such period; plus

(v) upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investments of the Issuer and its Restricted Subsidiaries (other than such Subsidiary) in such Subsidiary as of the date of such redesignation.

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any

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such Restricted Payment are designated in an Officer’s Certificate as Excluded Cash Contributions and shall not increase the Restricted Payments Basket;

(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Debt or Disqualified Stock of the Issuer (A) made by an exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Debt or (B) upon a Change of Control or Asset Sale to the extent required by the agreement governing such Subordinated Debt but only if the Issuer shall have complied with the covenants described under the heading “Change of Control” or, as the case may be, “Asset Sales” and purchased all notes validly tendered pursuant to the relevant offer prior to purchasing or repaying such Subordinated Debt;

(4) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its common Equity Interests on a pro rata basis;

(5) to the extent constituting Restricted Payments, the Specified Affiliate Payments;

(6) Restricted Payments in an aggregate amount not to exceed $15.0 million;

(7) payments to existing holders of ATD Operating Company’s Equity Interests (including payments to dissenting shareholders, optionholders and warrantholders), in each case as described in the Merger Agreement, payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses and payment of the Issuer’s and its Affiliates’ transaction expenses, including fees payable to members of the Initial Control Group (to the extent constituting Restricted Payments) and payments to the Issuer’s officers and employees, in each case (except as to payments to dissenters and payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses) as described in the offering memorandum under the headings “The Acquisition,” “Use of Proceeds” and “Certain Relationships and Related Transactions”;

(8) so long as no Default or Event of Default shall have occurred and be continuing, payments of dividends or redemption payments with respect to the shares of Series B Preferred Stock of the Issuer outstanding on the Issue Date to the extent required to be paid by the Issuer pursuant to the certificates of designations relating to such stock as in effect on the Issue Date; and

(9) so long as no Default or Event of Default shall have occurred and be continuing, cash dividends or other Restricted Payments to a Holding Company in an amount sufficient to enable such Holding Company to make payments of cash interest on any Qualified Holdco Debt; provided that any such dividend or other Restricted Payment is used promptly by such Holding Company to make such payment.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors of the Issuer.

In addition, if any Person (other than an Unrestricted Subsidiary) in which an Investment is made, which Investment constituted a Restricted Payment when made, thereafter becomes a Restricted Subsidiary, such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph of this covenant to the extent that such Investments would not have been Restricted Payments had such Person been a Restricted Subsidiary at the time such Investments were made.

In making the computations required by this covenant:

(a) the Issuer or the relevant Restricted Subsidiary may use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Issuer for the remaining portion of such period; and

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(b) the Issuer or the relevant Restricted Subsidiary will be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Issuer and the Restricted Subsidiary that are available on the date of determination.

If the Issuer makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of the Issuer or any Restricted Subsidiary be permitted under the requirements of the indenture, such Restricted Payment will be deemed to have been made in compliance with the indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s or any Restricted Subsidiary’s financial statements, affecting Consolidated Net Income of the Issuer for any period.

For the avoidance of doubt, it is expressly agreed that no payment or other transaction permitted by clauses (1) or (5) of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates,” below, shall be considered a Restricted Payment for purposes of, or otherwise restricted by, the indenture.

Incurrence of Debt and Issuance of Preferred Stock

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Debt (including Acquired Debt) and the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary may incur Debt (including Acquired Debt) if the Consolidated Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred at the beginning of such four-quarter period (the “Coverage Ratio Exception”).

The provisions of the first paragraph of this covenant will not apply to any of the following items of Debt or Preferred Stock (collectively, “Permitted Debt”):

(1) the incurrence by the Issuer or any of its Restricted Subsidiaries of Debt (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof) under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding pursuant to this clause (1) without duplication, does not exceed an amount equal to the greater of (a) $325.0 million and (b) the Borrowing Base at the time such Debt is incurred, in each case less the aggregate amount of purchase commitments (determined as of the date of any incurrence of Debt under this clause (1)) under any Qualified Receivables Transaction that involves the transfer of assets by the Issuer or Restricted Subsidiaries in a manner that does not constitute the incurrence of Debt (other than Debt permitted under clause (6) below); provided that such reduction shall no longer apply upon termination of such Qualified Receivables Transaction;

(2) the incurrence by the Issuer and its Restricted Subsidiaries of Existing Debt;

(3) the incurrence by the Issuer of Debt represented by the notes issued on the Issue Date, and the incurrence by ATD Operating Company of the floating rate notes and fixed rate notes issued on the Issue Date and by the Issuer and ATD Operating Company’s Subsidiaries of the related guarantees (any such guarantee of the Issuer shall be subordinated in right of payment as provided under “—Description of the Operating Company Notes—Subordination of Holdings’ Guarantee”);

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of (a) Acquired Debt or (b) Debt (including Capital Lease Obligations, including those under sale-leaseback transactions) or Preferred Stock for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of any property, plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and whether such Debt or Preferred Stock is owed or issued to the seller or Person carrying out such construction or improvement or to any

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third party), in an aggregate principal amount at the date of such incurrence (including all Permitted Refinancing Debt incurred to refund, refinance or replace any other Debt incurred pursuant to this clause (4)) not to exceed an amount equal to the greater of (x) $25.0 million and (y) 5.0% of Total Assets at any one time outstanding; provided that, such Debt exists at the date of such purchase or transaction or is created within 180 days thereafter;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, refinance or replace Debt incurred pursuant to clauses (2) (other than Existing Debt of the types referred to in clauses (6) and (7)), (3), (4) or (5);

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Debt or Preferred Stock owed or issued to and held by the Issuer and any of its Restricted Subsidiaries including any Debt arising in connection with a Qualified Receivables Transaction, provided, however, that (a) any such Debt of the Issuer shall be subordinated and junior in right of payment to the notes and (b)(i) any subsequent issuance or transfer of Equity Interests or other action that results in any such Debt or Preferred Stock being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Debt or Preferred Stock to a Person that is not either the Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Debt or issuance of such Preferred Stock by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred (a) principally for the purpose of fixing or hedging interest rate risk with respect to any Debt that is permitted by the terms of the indenture to be outstanding or (b) principally for the purpose of fixing or hedging currency exchange rate risk or commodity price risk incurred in the ordinary course of business;

(8) the incurrence of any Guarantee by the Issuer or any Restricted Subsidiary of Debt of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant;

(9) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Debt (which may comprise Debt under the Amended and Restated Credit Facility) in an aggregate principal amount (or accreted value, as applicable), and the issuance by Restricted Subsidiaries of Preferred Stock with a liquidation preference, at any time outstanding, pursuant to this clause (9) not to exceed an amount equal to $25.0 million.

Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this covenant:

(1) the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt (to the extent such guarantee, Lien, letter of credit or similar instrument is otherwise permitted to be incurred) shall be disregarded;

(2) in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) of the definition of Permitted Debt above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion, classify (and may, from time to time, re-classify) such item of Debt in any manner that complies with this covenant and such item of Debt will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof; provided that all outstanding Debt under the Amended and Restated Credit Facility immediately following the Transactions will be deemed to have been incurred pursuant to clause (1) of the definition of Permitted Debt;

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(3) accrual of interest or dividends (including the issuance of “pay in kind” securities in respect of such accrued interest or dividends), the accretion of accreted value or liquidation preference and the extension of maturity will not be deemed to be an incurrence of Debt or issuance of Preferred Stock; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Issuer as accrued; and

(4) any Qualified Holdco Debt incurred in reliance upon the Issuer’s ability to incur Permitted Debt will be deemed to be incurred by the Issuer for purposes of determining whether additional Permitted Debt can be incurred for so long as such Qualified Holdco Debt remains outstanding.

Liens

The indenture provides that the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by such Lien or such other obligations are no longer obligations of the Issuer or any of its Restricted Subsidiaries; provided that:

(1) if such other Debt constitutes Subordinated Debt or is otherwise subordinate or junior in right of payment to the Obligations under the indenture and the notes, as the case may be, such Lien is expressly made prior and senior in priority to the Lien securing such other Debt; or

(2) in any other case, such Lien ranks equally and ratably with or prior to the Lien securing the other Debt or obligations so secured.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions:

(a) under contracts in effect on the Issue Date, including the Amended and Restated Credit Facility, the ATD Operating Company fixed rate notes and floating rate notes and other Existing Debt and the related documentation;

(b) under the indenture, the notes, the additional notes and any other agreement entered into after the Issue Date, provided that the encumbrances or restrictions in any such other agreement are not materially more restrictive, taken as a whole, than those contained in the indenture and the notes;

(c) under any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(d) existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;

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(e) created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Board of Directors or senior management of the Issuer, are necessary or advisable to effect such Qualified Receivables Transaction;

(f) in the case of clause (3) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the indenture, (iii) contained in security agreements or mortgages securing Debt to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages, or (iv) any Lien on property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the indenture;

(g) existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(h) on cash or other deposits or net worth imposed by leases and customer contracts entered into in the ordinary course of business;

(i) in customary form under joint venture agreements and other similar agreements which limitations are only applicable to the Person or assets that are the subject of such agreements (and any assets of such Person);

(j) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Issuer or any of its Restricted Subsidiaries or any of their businesses;

(k) contained in the terms governing any Debt of any Restricted Subsidiary otherwise permitted to be incurred under the indenture if (as determined in good faith by the Board of Directors of the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially adversely affect the ability of Issuer to make payments on the notes; or

(l) under any Permitted Refinancing Debt or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Transactions with Affiliates

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance, guarantee or other transaction with, or for the benefit of, any Person that, prior to such transaction, was an Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2) the Issuer delivers to the trustee:

(i) with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $7.5 million, a resolution of the Board of Directors set forth in an

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Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by the Board of Directors; and

(ii) with respect to any Affiliate Transaction involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

Notwithstanding the foregoing, none of the following shall be prohibited by this covenant (or be deemed to be Affiliate Transactions):

(1) any employment agreements, consulting agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors’ and officers’ indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers, directors or consultants that are natural persons and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers, directors or consultants in the ordinary course of business or in connection with the Issuer’s transition to new ownership;

(2) transactions between or among (i) the Issuer and/or its Restricted Subsidiaries or (ii) the Issuer and/or one or more of its Restricted Subsidiaries and any joint venture; provided, in the case of this clause (ii), no Affiliate of the Issuer (other than a Restricted Subsidiary) owns any of the Capital Stock of any such joint venture;

(3) Permitted Investments and Restricted Payments (including Specified Affiliate Payments, even if not Restricted Payments) that are permitted by the provisions of the indenture described above under the caption “—Restricted Payments;”

(4) transactions in connection with any Qualified Receivables Transaction;

(5) payments to Investcorp, Berkshire Partners, Greenbriar or any other holder of Capital Stock or any of their respective Affiliates (whether or not such Persons are Affiliates of the Issuer) for (a) any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and related expenses, including in connection with acquisitions, divestitures or a Change of Control, which payments are on arm’s length terms and approved by the Board of Directors of the Issuer in good faith and (b) any annual management, consulting and advisory fees and related expenses, but excluding any such fees payable prior to the fifth anniversary of the Issue Date (other than the prepayment of annual management fees on or about the Issue Date as disclosed in the Offering Memorandum);

(6) any agreement as in effect on the Issue Date (including the Merger Agreement and the advisory agreements with members of the Initial Control Group) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect) or any transaction contemplated thereby;

(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture which are fair to the Issuer or its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof;

(8) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or any capital contribution to the Issuer;

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(9) the issuance of Permitted Debt permitted by clause (9) of the definition of “Permitted Debt” to any Affiliate on terms that, taken as a whole, are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person, or, if there is no comparable transaction, have been negotiated in good faith by the parties thereto; and

(10) any transaction in which the Issuer or any of its Restricted Subsidiaries delivers to the trustee a letter issued by an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair from a financial point of view or meets the requirements of clause (1) of the first paragraph of this covenant.

Limitations on Designations of Unrestricted Subsidiaries

The Board of Directors may designate (a “Designation”) any Restricted Subsidiary, including any newly acquired or newly formed Subsidiary of the Issuer (other than ATD Operating Company), to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary, so long as such Designation would not cause a Default, provided that:

(1) any then existing Guarantee by the Issuer or any Restricted Subsidiary of any Debt of the Subsidiary being so designated shall be deemed an “incurrence” of such Debt at the time of such Designation; and

(2) the “incurrence” of Debt referred to in clause (1) of this provision would be permitted under the “—Incurrence of Debt and Issuance of Preferred Stock” covenant described above.

For purposes of making the determination of whether such Designation would cause a Default, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated, will be deemed made at the time of such Designation. The amount of such outstanding Investments will be equal to the portion of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Issuer. Such Designation will only be permitted if any such Investment would be permitted at such time.

The Board of Directors may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), provided that:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Revocation; and

(2) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of the indenture.

Any such Designation or Revocation by the Board of Directors after the Issue Date shall be evidenced to the trustee by promptly filing with the trustee a copy of the resolution of the Board of Directors giving effect to such Designation or Revocation and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

Limitation on Issuance of Guarantees

The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any Debt of the Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the notes by such Restricted Subsidiary, which Guarantee (a “Note Guarantee”) shall be senior or pari passu with such Subsidiary’s Guarantee of such other Debt. The obligations of each such subsidiary (each, a “Guarantor”) will be limited as necessary to prevent the Note Guarantee from constituting a fraudulent conveyance under applicable law. The Note Guarantee of a Guarantor will be released upon release of all other Guarantees by such Guarantor of Debt of the Issuer or upon satisfaction and discharge or defeasance of the notes under the indenture.

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Payments for Consent

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Business Activities

The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as is not material to the Issuer and its Restricted Subsidiaries taken as a whole.

Reports

Whether or not required by the Commission’s rules and regulations, so long as any notes are outstanding, the Issuer shall file with the Commission (unless the Commission will not accept such a filing) and furnish to the holders of notes (which may be by posting on the Issuer’s website) or cause the trustee to furnish to the holders of the notes, in each case within the time periods specified in the Commission’s rules and regulations for registrants that are not accelerated filers (unless the Issuer is required by Commission rules and regulations to be an accelerated filer at such time):

(1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

If at any time after the Issue Date (a) any Holding Company becomes subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (b) the rules and regulations of the Commission permit the Issuer and such Holding Company to report at the level of such Holding Company on a consolidated basis and (c) such Holding Company is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Issuer, such consolidated reporting at such Holding Company level in a manner consistent with that described in this covenant for the Issuer will satisfy this covenant; provided that such Holding Company includes in its reports information about the Issuer that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect.

In addition, the Issuer agrees, that, for so long as any notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Commission, it shall furnish to the holders of the notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of notes pursuant to Rule 144A under the Securities Act.

Merger, Consolidation, or Sale of All or Substantially All Assets

The Issuer may not directly or indirectly consolidate or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1) the Issuer is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that if such surviving person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state or the District of Columbia becomes a co-issuer of the notes in connection therewith;

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(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the notes, the indenture or other agreement and the registration rights agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the trustee;

(3) immediately after such transaction no Default exists;

(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) be permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception or (ii) have a Consolidated Coverage Ratio at least equal to the Consolidated Coverage Ratio of the Issuer for such four-quarter reference period; and

(5) the Issuer shall have delivered to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with the indenture.

In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and the Restricted Subsidiaries’ properties or assets in one or more related transactions, to any other Person.

Notwithstanding the foregoing, clauses (3) and (4) of the covenant described above will not apply to any merger or consolidation of the Issuer with an Affiliate formed solely for the purpose of reforming the Issuer in another jurisdiction or solely for the purpose of facilitating the formation of a Holding Company.

For purposes of this covenant, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Upon any consolidation or merger or any transfer (other than a lease) of all or substantially all of the assets of the Issuer in accordance with the foregoing, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the indenture with the same effect as if such successor entity had been named in the indenture as the Issuer, and the Issuer (except in the case of a transfer of less than all of the assets of the Issuer) shall be released from the obligations under the notes, the indenture and the registration rights agreement.

Events of Default and Remedies

Each of the following constitutes an Event of Default under the indenture:

(1) default for 30 days in the payment when due of interest on the notes issued thereunder;

(2) default in payment when due of the principal of or premium, if any, on the notes issued thereunder (including upon mandatory redemption), and any failure of the Issuer to make a Change of Control Offer or Asset Sale Offer when required or to purchase notes required to be purchased in connection therewith;

(3) failure by the Issuer to comply with the provision of the indenture described under “—Certain Covenants—Merger, Consolidation, or Sale of all or Substantially all Assets”;

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(4) failure by the Issuer for 30 days after receipt of notice from the trustee or the holders of at least 25% in principal amount at maturity of then outstanding notes specifying such failure to comply with the provisions of the indenture described under the captions “—Certain Covenants—Restricted Payments,” or “—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock”;

(5) failure by the Issuer for 60 days after receipt of notice given to the Issuer by the trustee or to the Issuer and the trustee by the holders of at least 25% in aggregate principal amount at maturity of the notes outstanding specifying such failure to comply with any of its other agreements in the indenture or the notes;

(6) the failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $15.0 million;

(7) any judgment or decree for the payment of money in excess of $15.0 million (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or which are covered by insurance (unless the Issuer’s insurance carriers have denied coverage in respect thereof) in the event any appeal thereof shall be unsuccessful) is entered against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(8) ATD Operating Company ceases to be a Wholly Owned Restricted Subsidiary of the Issuer (other than as a result of a merger between the Issuer and ATD Operating Company); and

(9) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary.

If any Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount at maturity of then outstanding notes may declare all the notes to be due and payable. Upon such a declaration, the Accreted Value and all accrued and unpaid interest (if after April 1, 2007) of the outstanding notes shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer the Accreted Value of all outstanding notes, together with all accrued and unpaid interest (if after April 1, 2007) will become due and payable without further action or notice.

The holders of a majority in aggregate principal amount at maturity of the notes then outstanding by notice to the trustee may on behalf of the holders of all of the notes waive any existing Default and its consequences under the indenture except a continuing Event of Default in the payment of interest on, or the principal of, the notes.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, interest when due, no holder may pursue any remedy with respect to the indenture or the related notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount at maturity of the outstanding notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

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(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the holders of a majority in aggregate principal amount at maturity of the outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount at maturity of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The indenture will provide that if an Event of Default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.

The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under either indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Subject to the next sentence, if a Default occurs and is continuing under an indenture and is known to the trustee, the trustee must mail to each holder of notes issued thereunder notice of the Default. Except in the case of a Default in the payment of principal of, or premium, if any, interest on any note, the trustee may withhold notice if and so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of holders of notes. In addition, the Issuer is required to deliver to the trustee, within 120 days after the end of each fiscal year (other than fiscal years ending prior to the Issue Date), an Officer’s Certificate indicating whether the signers thereof actually know of any Default that occurred during the previous year. The Issuer also is required to deliver to the trustee, forthwith upon any Senior Officer obtaining actual knowledge of any such Default under an indenture, written notice of any event which would constitute a Default, its status and what action the Issuer is taking or proposes to take in respect thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Issuer, as such, shall have any liability for any obligations of the Issuer under the notes, the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Satisfaction and Discharge

Upon the request of the Issuer, an indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes, as expressly provided for in the indenture) and the trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the indenture and the notes issued thereunder when:

(1) either:

(a) all the notes theretofore authenticated and delivered under the indenture (other than destroyed, lost or stolen notes that have been replaced or paid) have been delivered to the trustee for cancellation; or

(b) all notes issued under the indenture not theretofore delivered to the trustee for cancellation:

(i) have become due and payable;

(ii) will become due and payable at maturity within one year; or

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(iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the trustee funds in trust for the purpose in an amount sufficient to pay and discharge the entire Debt on such notes not theretofore delivered to the trustee for cancellation, for principal (and premium, if any, on) and interest on the notes to the date of such deposit (in case of notes that have become due and payable) or to the Stated Maturity or redemption date, as the case may be;

(2) the Issuer has paid or caused to be paid all sums payable under the indenture by the Issuer; and

(3) the Issuer has delivered to the trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in the indenture relating to the satisfaction and discharge of the indenture and such notes have been complied with.

Legal Defeasance and Covenant Defeasance

The Issuer may, at its option and at any time, elect to have all of its and any Guarantors’ obligations discharged with respect to the notes (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due from the trust referred to below;

(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for note payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuer’s and any Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, and, solely with respect to the Issuer, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes. In addition, upon covenant defeasance, the Note Guarantees of any Guarantors will be released.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the trustee (or other qualifying trustee, collectively for this purpose, the “trustee”), in trust, for the benefit of the holders of the notes cash in U.S. dollars, Government Notes, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest on such notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the trustee an Opinion of Counsel in the United States reasonably acceptable to the trustee confirming that, subject to customary assumptions and exclusions:

(a) the Issuer have received from, or there has been published by, the Internal Revenue Service a ruling; or

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(b) since the Issue Date, there has been a change in the applicable federal income tax law,

and, in either case, to the effect that the holders of such notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the trustee an Opinion of Counsel in the United States reasonably acceptable to the trustee confirming that, subject to customary assumptions and exclusions, the holders of such outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(6) the Issuer must have delivered to the trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the effect that, assuming no intervening bankruptcy of the Issuer between the date of deposit and the 123^rd day following the deposit and assuming that no holder of such notes is an “insider” of the Issuer under applicable bankruptcy law, after the 123^rd day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision;

(7) the Issuer must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and

(8) the Issuer must deliver to the trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance (other than the expiration of the 123-day period referred to above) have been complied with.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders are required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any note selected for redemption or repurchase. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed or before any repurchase offer.

The notes are issued in registered form and the registered holder of a note is treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture and the notes may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount at maturity of the notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such notes), and any existing default or compliance with any provision of the indenture and the notes may be waived with the consent of the holders of a majority in principal amount at maturity of then outstanding notes (including consents obtained in connection with a tender offer or exchange offer for such notes).

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Notwithstanding the foregoing, without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount at maturity of the notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed maturity of any note, reduce any premium payable upon, or change the dates (to earlier dates) of, redemption of notes (other than provisions relating to the covenants described above under “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount at maturity of notes then outstanding and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) impair the rights of holders of notes to receive payments of principal of or premium, if any, or interest on notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to notes;

(7) after the time a Change of Control Offer or Asset Sale Offer is required to have been made, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; or

(8) make any change in the foregoing amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any holder of notes, the Issuer and the trustee may amend or supplement the indenture or the notes issued thereunder:

(a) to cure any ambiguity, defect or inconsistency,

(b) to provide for uncertificated notes in addition to or in place of certificated notes,

(c) to provide for the assumption of the Issuer’s obligations to holders of notes in the case of a merger, consolidation or sale of assets,

(d) to provide for Guarantors or to release any Note Guarantees in accordance with the provisions of the Indenture,

(e) to make any change that would provide any additional rights or benefits to the holders of notes or that, as determined by the Board of Directors in good faith, does not materially adversely affect the legal rights under the indenture of any such holder,

(f) to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act,

(g) to conform the indenture or the notes to any provision of this Description of Notes, or

(h) to provide for the issuance of additional notes under the indenture in accordance with the limitations set forth in the indenture as of the Issue Date.

Concerning the Trustee

Wachovia Bank, National Association is acting as trustee for the notes. Wachovia is also the trustee for ATD Operating Company’s notes and a lender under the Issuer’s credit facility. An affiliate of Wachovia was an initial purchaser of the notes.

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The indenture contains certain limitations on the rights of the trustee when the trustee is a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with the Company and its affiliate if the trustee acquires any conflicting interest the trustee must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

In case an Event of Default shall occur (which shall not be cured), the trustee shall be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.

Book-Entry, Delivery and Form

The notes have been issued in registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof, in the form of both global notes and certificated notes, as further provided below. Notes sold in reliance upon Regulation S under the Securities Act are represented by an offshore global note. During the 40-day distribution compliance period as defined in Regulation S (the “Restricted Period”), the offshore global note is represented exclusively by a temporary offshore global note. After the Restricted Period, beneficial interests in the temporary offshore global note are exchangeable for beneficial interests in a permanent offshore global note, subject to the certification requirements described under “—Global Notes.” No payments of principal, interest or premium will be paid to holders of a beneficial interest in the temporary offshore global note until exchanged or transferred for an interest in another global note or certificated note. Notes sold in reliance upon Rule 144A under the Securities Act are represented by the U.S. global note. Notes sold to institutional accredited investors are in the form of certificated notes.

Global Notes

Global notes are deposited with a custodian for DTC, and registered in the name of a nominee of DTC. Beneficial interests in the global notes are shown on records maintained by DTC and its direct and indirect participants. So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee shall be considered the sole owner or holder of the Notes represented by such global note for all purposes under the indenture and the notes. No owner of a beneficial interest in a global note is able to transfer such interest except in accordance with DTC’s applicable procedures and the applicable procedures of its direct and indirect participants.

Any beneficial interest in one global note that is transferred to a Person who takes delivery in the form of an interest in another global note will, upon transfer, cease to be an interest in such global note and become an interest in the other global note and, accordingly, will thereafter be subject to all transfer restrictions applicable to beneficial interests in such other global note for as long as it remains such an interest.

The Issuer will apply to DTC for acceptance of the global notes in its book-entry settlement system. Investors may hold their beneficial interests in the global notes directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC.

Payments of principal and interest under each global note shall be made to DTC’s nominee as the registered owner of such global note. The Issuer expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants’ accounts with payments proportional to their respective beneficial interests in the principal amount at maturity of the relevant global note as shown on the records of DTC. The Issuer also expects that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of the Issuer, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any global note or for maintaining or reviewing any records relating to such beneficial interests.

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Certificated Notes

If DTC notifies the Issuer that it is unwilling or unable to continue as depositary for a global note and a successor depositary is not appointed by the Issuer within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in that global note for one or more certificated notes registered in the name of the owner of such beneficial interest, as identified by DTC. In addition, beneficial interests in a global note may be exchanged for certificated notes upon request by or on behalf of DTC in accordance with customary procedures.

Same Day Settlement

The notes represented by the global notes are eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Secondary trading in any certificated notes is also settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Accreted Value” means, in respect of the notes, as of any date (the “Specified Date”‘), the amount provided below for each $1,000 principal amount at maturity of notes:

(1) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
October 1, 2005	$  827.85
April 1, 2006	$  881.66
October 1, 2006	$  938.97
April 1, 2007	$1000.00

(2) if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue price of a note and (B) an amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days elapsed from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months;

(3) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the immediately preceding Semi-Annual Accrual Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(4) if the Specified Date occurs on or after the last Semi-Annual Accrual Date, the Accreted Value will equal $1,000.

In the case of any other Debt, “Accreted Value” shall refer to the principal amount or accreted value thereof, as applicable.

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“Acquired Debt” means, with respect to any specified Person:

(1) Debt of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Debt incurred in connection with, or in contemplation of, such other Person’s merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Debt secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means:

(1) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person;

(2) any other Person that owns, directly or indirectly, 10% or more of such specified Person’s Voting Stock; or

(3) solely for purposes of the definition of “Initial Control Group,” any Person who is a director or officer of (a) such Person, (b) any Subsidiary of such Person or (c) any Person described in clause (1) or (2) above.

For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Amended and Restated Credit Facility” means the Fourth Amended and Restated Loan and Security Agreement dated on the Issue Date among ATD Operating Company and the financial institutions named therein, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise).

“Applicable Premium” means, with respect to a note at any redemption date, the greater of (i) 1.0% of the Accreted Value of such note or (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at April 1, 2007 (such redemption price being calculated in accordance with the table of the first paragraph under the subheading “Optional Redemption”), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the Accreted Value of such note on the date of redemption.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including by way of merger or consolidation or a sale and leaseback); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of all or Substantially all Assets” and not by the provisions of the Asset Sale covenant), and

(2) the issue or sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests of any of the Issuer’s Subsidiaries (other than director’s qualifying shares),

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions that have a fair market value in excess of, or for Net Proceeds in excess of $5.0 million.

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Notwithstanding the foregoing, the following shall not be Asset Sales:

(a) a transfer of assets or an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary or a transfer of assets by the Issuer to a Restricted Subsidiary;

(b) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments” (including any formation of or contribution of assets to a Subsidiary or joint venture);

(c) any disposition of property or assets (including inventory and accounts receivable) of the Issuer or any of its Subsidiaries in the ordinary course of business, or that in the reasonable judgment of the Issuer, have become uneconomic, obsolete or worn out;

(d) the disposition of Cash Equivalents or cash;

(e) the sale or factoring of receivables or related assets (or a fractional undivided interest therein) on customary market terms pursuant to Credit Facilities or in a Qualified Receivables Transaction but only if the proceeds thereof received by the Issuer and its Restricted Subsidiaries, in the judgment of the Board of Directors, represent the fair market value of such receivables and other assets (net of customary discounts); and

(f) the sale or other disposition of Equity Interests of, or other Investments in, an Unrestricted Subsidiary.

“ATD Operating Company” means American Tire Distributors, Inc. and its successors.

“Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” or “group”, as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition and (ii) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more members of the Initial Control Group (or one or more members of the Initial Control Group are deemed to share beneficial ownership with one or more other persons of any shares of Capital Stock), (a) such “group” shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group forming a part of such group and (b) any person (other than a member of the Initial Control Group) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group that is a part of such group (or in which such person shares beneficial ownership).

“Berkshire Partners” means Berkshire Partners LLC.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or (except if used in the definition of “Change of Control”) any authorized committee of the Board of Directors of such Person;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of any date, an amount equal to the sum of:

(1) 85% of the aggregate book value of all accounts receivable of the Issuer and its Restricted Subsidiaries; and

(2) 65% of the aggregate book value of all inventory owned by the Issuer and its Restricted Subsidiaries;

all calculated on a consolidated basis in accordance with GAAP.

To the extent that information is not available as to the amount of accounts receivable or inventory as of a specific date, the Issuer shall use the most recent available information for purposes of calculating the Borrowing Base.

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“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. The Stated Maturity of any Capital Lease Obligation is the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(3) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

(2) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank or trust company having capital and surplus in excess of $300 million;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above or whose unsecured long-term Debt is rated not less than “A” by S&P or “A2” by Moody’s at the time such Investment is made or any Affiliate of any such financial institution;

(4) commercial paper rated “A 2” or better by S&P or “P 2” or better by Moody’s and in each case maturing within one year after the date of acquisition;

(5) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P;

(6) Debt with a rating of “A” or higher from S&P or “A2” or higher from Moody’s having a maturity not more than one year from the date of acquisition; and

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1)-(6) above.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Initial Control Group, becomes the Beneficial Owner, directly or indirectly (whether as a result of the issuance of securities of the Issuer, any merger, consolidation, liquidation or dissolution of the Issuer, any direct or indirect transfer of securities by the Initial Control Group or otherwise), of more than 50% of the total voting power of the Voting Stock of the Issuer, and the Initial Control Group does not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Issuer;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or

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assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” other than a member of the Initial Control Group; or

(3) at any time after the first public offering of common stock of the Issuer, any person other than the Initial Control Group (or their designated board members), (a)(i) nominates one or more individuals for election to the Board of Directors of the Issuer, which individuals have not been approved for election by the Initial Control Group or a vote by the majority of the Board of Directors then in office and (ii) solicits proxies, authorizations or consents in connection therewith and (b) such number of nominees elected to serve on the Board of Directors in such election and all previous elections after the Issue Date and not so approved represents a majority of the Board of Directors of the Issuer following such election.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Commodity Hedging Agreements” means any futures contract or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in commodities prices.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) plus, without duplication, to the extent deducted in computing such Consolidated Net Income:

(a) Consolidated Interest Expense and the amortization of deferred financing costs of such Person and its Restricted Subsidiaries for such period;

(b) provision for taxes based on income, profits or capital (including franchise taxes) of such Person and its Restricted Subsidiaries for such period;

(c) depreciation and amortization expense, including amortization of inventory write-up under SFAS 141, amortization or write-off of intangibles (including goodwill and the non-cash costs of Interest Rate Agreements, Commodity Hedging Agreements or Currency Agreements, license agreements and non-competition agreements) and non-cash amortization of Capital Lease Obligations;

(d) expenses and charges related to any equity offering, incurrence of Debt, Investment or acquisition or divestiture (including any such expenses or charges relating to the Transactions);

(e) the amount of any restructuring or unusual charge or reserve;

(f) any non-cash charge or expense (excluding any such non-cash expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period), including unrealized gains (or less any losses) from hedging, foreign currency or commodities translations and transactions and any write-downs, write-offs, and other non-cash charges, items and expenses;

(g) the amount of any expense relating to any minority interest of Restricted Subsidiaries;

(h) expenses consisting of internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP;

(i) with respect to periods prior to the Issue Date, all items reflected in the calculation of Adjusted EBITDA set forth in footnote (4) to “Summary Historical and Unaudited Pro Forma Consolidated Financial Data”; and

(j) costs of surety bonds in connection with financing activities;

(2) minus any cash payment for which a reserve or charge of the kind described in clauses (f) or (g) of subclause (1) above was taken during such period.

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“Consolidated Coverage Ratio” means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period. In the event that (i) the Issuer or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Debt (other than revolving credit borrowings or revolving advances under any Qualified Receivables Transaction) or issues or redeems Preferred Stock or (ii) any Qualified Holdco Debt of a Holding Company is incurred, assumed or redeemed, in each case subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Coverage Ratio is made (the “Calculation Date”), then the Consolidated Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Debt, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter reference period, provided that no pro forma effect shall be given to the incurrence of any Permitted Debt incurred on the Calculation Date or the discharge on the Calculation Date of any Debt from the proceeds of any such Permitted Debt.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, and discontinued operations determined in accordance with GAAP on or prior to the Calculation Date, shall be given effect on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations or discontinued operations (and the reduction or increase of any associated Consolidated Interest Expense, and the change in Consolidated Cash Flow, resulting therefrom, including as a result of any Pro Forma Cost Savings) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger or consolidation or discontinued an operation, that would have required adjustment pursuant to this definition, then the Consolidated Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a financial or accounting officer of the Issuer. If any Debt to which pro forma effect is given bears interest at a floating rate, the interest expense on such Debt shall be calculated as if the rate in effect on the Calculation Date had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement in effect on the Calculation Date). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated net interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest expense, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings or any Qualified Receivables Transaction, and net payments (if any) pursuant to Hedging Obligations relating to Interest Rate Agreements or Currency Agreements with respect to Debt, excluding, however, (a) amortization or write-off of debt issuance costs, commissions, fees and expenses and (b) any transaction fees and charges;

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(2) the consolidated capitalized interest of such Person and its Restricted Subsidiaries for that period, whether paid or accrued;

(3) any interest expense on Debt of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries or any series of preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Equity Interests) or to the Issuer or a Restricted Subsidiary of the Issuer; and

(5) in the case of the Issuer, any interest expense of a Holding Company to the extent related to Qualified Holdco Debt during the applicable period;

in each case, determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (without duplication); provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Restricted Subsidiary of such Person and the net losses of any such Person shall only be included to the extent funded with cash from the Issuer or any Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary (other than any Foreign Restricted Subsidiary) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, prohibited by operation of the terms of its charter or any agreement or instrument (other than an agreement or instrument of ATD Operating Company), judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction with respect to the payment of dividends has been waived;

(3) the cumulative effect of a change in accounting principles shall be excluded (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP);

(4) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Issuer or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Issuer (other than Disqualified Stock);

(5) to the extent deducted in determining Net Income, the (a) fees, expenses and other costs incurred in connection with the Transactions on or about the Issue Date, in each case, to the extent that such fee, expense, cost or payment is disclosed in this Offering Memorandum, (b) any amortization or write-off of goodwill or other intangible assets and (c) any increased depreciation or amortization expense or one-time non-cash charges arising solely from the Transactions or any acquisition consummated after the Issue Date (or resulting from purchase accounting in connection therewith) shall in each case be excluded; and

(6) any net after tax gain or loss from discontinued operations and any net after tax gain or loss on disposal of discontinued operations shall be excluded.

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“Coverage Ratio Exception” shall have the meaning set forth in the first paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock.”

“Credit Facilities” means, with respect to the Issuer and its Restricted Subsidiaries, one or more debt facilities (including the Amended and Restated Credit Facility), receivables facilities (including all Qualified Receivables Transactions) or commercial paper facilities with banks, insurance companies or other institutional lenders providing for revolving credit loans, term loans, notes, factoring or other receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables) or letters of credit or other credit facilities, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which the Issuer or any Restricted Subsidiary is a party or of which it is a beneficiary.

“Debt” means, with respect to any Person (without duplication):

(1) any indebtedness of such Person, whether or not contingent,

(a) in respect of borrowed money; or

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances; or

(c) representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than six months after the date of purchase thereof), except any such balance that constitutes an accrued expense or trade payable; or

(d) representing any Hedging Obligations,

if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(2) all indebtedness under clause (1) of other Persons secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) provided that the amount of indebtedness of such Person shall be the lesser of:

(a) the fair market value of such asset at such date of determination; and

(b) the amount of such indebtedness of such other Persons;

(3) to the extent not otherwise included, the Guarantee by such Person of any Debt under clause (1) of any other Person; and

(4) any Disqualified Stock of such Person.

provided, however, that Debt shall not include:

(a) obligations of the Issuer or any of its Restricted Subsidiaries arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that:

(i) such obligations are not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected

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on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)); and

(ii) the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition,

(b) (i) obligations under (or constituting reimbursement obligations with respect to) letters of credit, performance bonds, surety bonds, appeal bonds, completion guarantees or similar instruments issued in connection with the ordinary course of a Permitted Business and not in connection with the incurrence of Debt for borrowed money, including letters of credit in respect of workers’ compensation claims, security or lease deposits and self-insurance; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing, and (ii) obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of day-light overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such obligations are extinguished within three business days of incurrence; or

(c) customer deposits in the ordinary course of business.

Except as otherwise expressly provided in this definition, or in the definition of “Disqualified Stock” the amount of any Debt outstanding as of any date shall be:

(1) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(2) with respect to any Hedging Obligation, the net amount payable if such Hedging Obligation terminated at that time due to default by such Person;

(3) the accreted value thereof, in the case of any Debt issued at a discount to par; or

(4) except as provided above, the principal amount or liquidation preference thereof, in the case of any other Debt.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Disqualified Equity Interests” means Disqualified Stock and all warrants, options or other rights to acquire Disqualified Stock (but excluding any debt security that is convertible into, or exchangeable for, Disqualified Stock).

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the notes; or

(2) convertible into or exchangeable at the option of the holder thereof at any time on or prior to the date that is 91 days after the Stated Maturity of the notes for Capital Stock referred to in clause (1) above or Debt.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Issuer or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock

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that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments”; (C) prior to the consummation of an initial public offering by the Issuer, no class of common stock of the Issuer, whether currently in existence or created hereafter, shall constitute Disqualified Stock solely because it is required to be redeemed to the extent that the holder thereof does not exercise a right to “tag-along” with a sale of Class D Stock, (provided that the Issuer is required to obtain the funds for such purchase from another Person (other than a Subsidiary of the Issuer)); and (D) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Issuer (or any of its Restricted Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time if, in the case of Capital Stock of the Issuer or any of its Restricted Subsidiaries, the terms of such Capital Stock provide that the Issuer or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments”.

For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Cash Contributions” means net cash proceeds or cash contributions designated as such pursuant to clause (2) of the second paragraph of the “Restricted Payments” covenant.

“Existing Debt” means Debt of the Issuer and its Restricted Subsidiaries (other than Debt under the Amended and Restated Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“Foreign Restricted Subsidiary” means any direct or indirect Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the indenture shall be computed in conformity with GAAP as in effect as of the Issue Date.

“Government Notes” means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

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“Greenbriar” means Greenbriar Equity Group LLC.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Debt.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Interest Rate Agreements, Currency Agreements or Commodity Hedging Agreements.

“Holding Company” means any direct or indirect parent of the Issuer.

“Initial Control Group” means Investcorp, its Affiliates, Berkshire Partners, its Affiliates, Greenbriar and its Affiliates and any Person acting in the capacity of an underwriter or initial purchaser in connection with a public or private offering of the Issuer’s Capital Stock.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, repurchase agreement, futures contract or other financial agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in interest rates.

“Investcorp” means Investcorp S.A., a Luxembourg société anonyme.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding Guarantees of Debt not otherwise prohibited from being incurred under the indenture), advances or capital contributions (excluding commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing plan contributions made in the ordinary course of business), and purchases or other acquisitions for consideration of Debt, Equity Interests or other securities. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed, as determined in good faith by the Board of Directors of the Issuer.”

“Issue Date” means, in the case of the indenture, the date on which the notes were first issued under the indenture.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Merger Agreement” means the Amended and Restated Agreement and Plan of Merger among the Issuer, ATD MergerSub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as Stockholders’ Representative, and ATD Operating Company as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any Person and any period, the unconsolidated net income (or loss) of such Person for such period, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends of such Person, excluding, however:

(1) any extraordinary or non-recurring gains or losses or charges (with all one-time fees, expenses and payments made on or about the Issue Date in connection with the Transactions and disclosed in the

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Offering Memorandum being deemed non-recurring for this purpose); any gains or losses or charges from the sale of assets outside the ordinary course of business; and any losses or charges constituting amortization of annual management fees to the extent that such fees were prepaid in cash on or about the Issue Date as disclosed in the Offering Memorandum, in each case together with any related provision for taxes on such gain or loss or charges; and

(2) deferred financing costs written off in connection with the early extinguishment of Debt.

“Net Proceeds” means the aggregate cash proceeds or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees, and brokerage and sales commissions) and any relocation, redundancy and closing costs incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts applied to the repayment of principal, premium, if any, and interest on Debt that is not subordinated to the notes (including the fixed rate notes and floating rate notes of ATD Operating Company) and required (other than as required by clause (1) of the second paragraph or clause (2) of the third paragraph of “—Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Issuer and its Restricted Subsidiaries after such Asset Sale, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Asset Sale.

“Non-Recourse Debt” means Debt:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt (other than the notes) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries;

provided that, notwithstanding the foregoing, the Issuer and any of its other Subsidiaries that sell receivables to the Person incurring such Debt shall be allowed to provide such representations, warranties, covenants and indemnities as are customarily required in such transactions so long as no such representations, warranties, covenants or indemnities constitute a Guarantee of payment or recourse against credit losses.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Officers” means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the trustee.

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“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the trustee. The counsel may be an employee of or counsel to the Issuer or the trustee. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers’ Certificate, without any independent investigation.

“Pari Passu Debt” means any unsubordinated Debt of the Issuer, other than Secured Debt.

“Permitted Business” means the businesses conducted by the Issuer and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

“Permitted Debt” is defined in the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock.”

“Permitted Investments” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary (including in any Equity Interests of a Restricted Subsidiary);

(2) any Investment in (a) cash or Cash Equivalents or (b) to the extent determined by the Issuer in good faith to be necessary for local currency working capital requirements of a Foreign Restricted Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Restricted Subsidiary having such requirements;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any securities or assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or in connection with any disposition of assets not constituting an Asset Sale (except for dispositions exempt from such definition pursuant to clause (b) of the exceptions thereto);

(5) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of any Holding Company;

(6) any Investments relating to a Receivables Subsidiary;

(7) loans or advances to employees and officers (or loans to a Holding Company, the proceeds of which are used to make loans or advances to employees or officers, or guarantees of third-party loans to employees or officers) in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $1.0 million;

(8) stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of debts (whether pursuant to a plan of reorganization or similar arrangement);

(9) any Investment existing on the Issue Date;

(10) Investments in Interest Rate Agreements, Currency Agreements and Commodity Hedging Agreements not otherwise prohibited under the indenture;

(11) Investments in split dollar life insurance policies on officers and directors of the Company and its Subsidiaries in the ordinary course of business;

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(12) receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Issuer or Restricted Subsidiary deems reasonable);

(13) any Investment in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(14) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means:

(1) Liens securing Debt (including Debt arising from a Qualified Receivables Transaction) that is permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt” (and Obligations in respect thereof) and/or securing Hedging Obligations related thereto;

(2) Liens in favor of the Issuer or any Restricted Subsidiary;

(3) Liens on property (i) existing at the time of acquisition thereof or (ii) of a Person existing at the time such Person is merged into or consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or those of the Person so acquired (including through merger or consolidation);

(4) banker’s Liens, rights of setoff and Liens to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(5) Liens to secure Debt (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of any property, in each case covering only the assets acquired, constructed or improved with such Debt or the Capital Stock of any Person owning such assets; provided that such Debt is incurred within 180 days after the date of such purchase or completion of such construction or improvement;

(6) Liens existing on the Issue Date (not otherwise constituting Permitted Liens);

(7) Liens on accounts receivables and related assets incurred in connection with a Qualified Receivables Transaction;

(8) (A) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and (B) Liens for taxes, assessments or governmental charges or claims, in each case, that are not yet due or delinquent or that are bonded, as the case may be, or that are being contested in good faith and by appropriate proceedings provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(9) Liens, pledges or deposits in connection with (A) workmen’s compensation obligations and general liability exposure of the Issuer and its Restricted Subsidiaries and (B) unemployment insurance and other social security legislation;

(10) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit;

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(11) (A) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary of the Issuer has easement rights or on any real property leased by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (B) any condemnation or eminent domain proceedings affecting any real property;

(12) Liens arising by reason of a judgment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;

(13) Liens (a) on assets or properties subject to a Permitted Lien securing Debt permitted by the indenture to be incurred, securing Interest Rate Agreements in respect of such Debt or (b) securing Hedging Obligations entered into in the ordinary course of business;

(14) extensions, renewals or replacements of any Liens referred to in clauses (3) or (5) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the amount secured by such Lien is not increased;

(15) any provision for the retention of title to an asset by the vendor or transferor of such asset if such asset is acquired by the Issuer or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(16) Liens on Capital Stock of Unrestricted Subsidiaries;

(17) Liens on any escrow account used in connection with pre-funding Permitted Refinancing Debt in accordance with the definition thereof;

(18) Liens on the deposit of funds to redeem the Series D notes outstanding on the Issue Date issued pursuant to the Indenture, dated as of December 1, 1998, among ATD Operating Company, the subsidiary guarantors named therein and Wachovia Bank, National Association (as successor to First Union National Bank), as trustee;

(19) other Liens securing Debt in an aggregate principal amount outstanding not to exceed 5.0% of Total Assets at the time of incurrence; and

(20) Liens on assets of any Restricted Subsidiary securing Debt of such Restricted Subsidiary or any other Restricted Subsidiary.

“Permitted Refinancing Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Debt of the Issuer or any of its Restricted Subsidiaries incurred in compliance with the indenture; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Debt so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable premium and fees and expenses incurred in connection therewith);

(2) principal payments required under such Permitted Refinancing Debt have a Stated Maturity no earlier than the earlier of

(i) the Stated Maturity of those under the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(ii) the maturity date of the notes;

(3) in the case of term Debt, such Permitted Refinancing Debt has a Weighted Average Life to Maturity equal to or greater than the lesser of

(i) the Weighted Average Life to Maturity of the Debt being extended, refinanced, renewed, replaced, defeased or refunded and

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(ii) the Weighted Average Life to Maturity of the notes;

(4) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, such notes on terms at least as favorable to the holders of such notes as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(5) such Debt is incurred either by the Issuer (if the Issuer or any Restricted Subsidiary is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded) or by a Restricted Subsidiary (if such or any other Restricted Subsidiary is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded).

The Issuer or any Restricted Subsidiary may incur Permitted Refinancing Debt not more than six months prior to the application of the proceeds thereof to repay the Debt to be refinanced; provided that upon the incurrence of such Permitted Refinancing Debt (i) the Issuer shall provide written notice thereof to the trustee, specifically identifying the Debt to be refinanced with Permitted Refinancing Debt and (ii) the Issuer shall deposit the net proceeds of such issuance in escrow for the benefit of the holders of the Debt to be refinanced.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof) or any other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Pro Forma Cost Savings” means with respect to any reference period ended on or before any date of determination (the “Calculation Date”), the pro forma effect of any cost savings that (1) are attributable to any Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations, (2) either (a) have been calculated on a basis consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the Issue Date or (b) have begun to be implemented on the Calculation Date or have been identified and approved by the Board of Directors and are reasonably expected to begin to be implemented within six months following the date of such Investment, acquisition, disposition, merger, consolidation or discontinued operations and (3) are determined based on a supportable, good faith estimate of the principal financial officer of the Issuer, as if all such cost savings had been effected as of the beginning of such reference period, decreased by any incremental expenses (other than capitalized expenses) that are or would be incurred during the reference period in order to achieve such cost savings.

“Qualified Holdco Debt” means any Debt incurred by a Holding Company (which may be guaranteed by the Issuer or any Restricted Subsidiary to the extent otherwise permitted by the indenture) (a) the net proceeds of which are contributed to the Issuer within five Business Days of the incurrence (but only so long as such proceeds are not returned to such Holding Company) or (b) to finance some or all of its acquisition of assets of another Person (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) that is designated by the principal financial officer of the Issuer as Qualified Holdco Debt for purposes of the indenture; provided that (i) in the case of Debt referred to in clause (b), such assets are used or useful in a Permitted Business and are contributed within five Business Days of the acquisition thereof to the Issuer or a Restricted Subsidiary of the Issuer and (ii) at the time such Indebtedness is designated as Qualified Holdco Debt, the Issuer could have incurred such Debt under the Coverage Ratio Exception or as Permitted Debt.

“Qualified Receivables Transaction” means, with respect to any Person, any receivables securitization or factoring program pursuant to which such Person receives proceeds pursuant to a sale, pledge or other

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encumbrance of its receivables. A Qualified Receivables Transaction involving the sale, pledge or other encumbrance of receivables of, and the direct or indirect receipt of the proceeds thereof by, the Issuer or any Restricted Subsidiary thereof shall constitute a Qualified Receivables Transaction of the “Issuer” and/or its “Restricted Subsidiaries” whether or not as part of such securitization or factoring program such receivables are initially contributed or otherwise transferred to an Unrestricted Subsidiary of the Issuer (and then resold or encumbered by such Unrestricted Subsidiary).

“Receivables Subsidiary” means a wholly owned Subsidiary of the Issuer which engages in no activities other than in connection with the financing of receivables and related assets which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary (a) no portion of any Debt or any other obligations (contingent or otherwise) of which directly or indirectly, contingently or otherwise, (1) is guaranteed by the Issuer or a Restricted Subsidiary of the Issuer (excluding Standard Securitization Undertakings), (2) is recourse to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of the Issuer or a Restricted Subsidiary of the Issuer to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions, and (c) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments Basket” is defined in the first paragraph of the “Restricted Payments” covenant.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” refers to a Restricted Subsidiary of the Issuer.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Secured Debt” means any Debt secured by a Lien on assets of the Issuer.

“Senior Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer .

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Specified Affiliate Payments” means:

(1) the direct or indirect repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer, or payments to a Holding Company on account of any such acquisition or retirement for value of any Equity Interests of such Holding Company, held by any future, present or former employee, director, officer or consultant (that is a natural person) of such Holding Company or the Issuer (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year

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being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions or retirements pursuant to this clause (1) (without giving effect to the immediately following proviso) of $6.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer (including by way of capital contribution) after the Issue Date from the sale of Equity Interests of such Holding Company or the Issuer to employees, directors, officers or consultants of such Holding Company, the Issuer or its Subsidiaries that occurs in such calendar year (it being understood that such cash proceeds shall be excluded from the Restricted Payments Basket) plus

(b) the cash proceeds from key man life insurance policies received by the Issuer and its Restricted Subsidiaries in such calendar year (including proceeds from the sale of such policies to the person insured thereby);

(it being understood that all or any portion of the aggregate amount under (a) and (b) may be applied in any calendar year provided further that cancellation of Debt owing to the Issuer from employees, directors, officers or consultants of the Issuer or any of its Subsidiaries (which Debt was incurred to finance the acquisition of such Equity Interests) in connection with a repurchase of Equity Interests of the Issuer will not be deemed to constitute a Restricted Payment for purposes of the indenture); and

(2) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Equity Interests;

(3) the payment of dividends, other distributions or other amounts by the Issuer to a Holding Company in amounts equal to amounts required for the Holding Company to pay federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer or any of the Restricted Subsidiaries and at such times as such taxes are due; and

(4) dividends, other distributions or other amounts paid by the Issuer to a Holding Company (a) in amounts equal to amounts required for a Holding Company to pay franchise taxes and other expenses required to maintain its corporate existence and provide for other operating costs of up to $1.0 million per fiscal year or (b) to pay, or reimburse a Holding Company for, the costs, fees and expenses incident to a private placement or public offering of any of the Capital Stock of such Holding Company, so long as the net proceeds of such offering (if it is completed) are contributed to the Issuer.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or a Restricted Subsidiary which are reasonably customary in a receivables securitization transaction.

“Stated Maturity” means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

“Subordinated Debt” means any Debt of the Issuer (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or

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indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Total Assets” means, at any time, the total consolidated assets of the Issuer and its Restricted Subsidiaries at such time, determined in accordance with GAAP. For the purposes of clause (4) of the definition of “Permitted Debt,” Total Assets shall be determined giving pro forma effect to the lease, acquisition, construction or improvement of the assets being leased, acquired, constructed or improved with the proceeds of the relevant Debt.

“Transactions” means the transactions contemplated by the Merger Agreement, including the sale of equity interests in the Issuer to members of the Initial Control Group, the issuance of the notes and the issuance by ATD Operating Company of the fixed rate notes and floating rate notes, the amendment and restatement of, and borrowings under, the Amended and Restated Credit Agreement, the redemption of ATD Operating Company’s Series D Notes, Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and the exchange of ATD Operating Company’s Series B Cumulative Redeemable Preferred Stock for Series B Preferred Stock of the Issuer.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2007; provided, however, that if the period from the redemption date to April 1, 2007 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer that is designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary,

but only to the extent permissible under the indenture, as described above under the heading “Limitation on Designations of Unrestricted Subsidiaries”.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is normally entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final

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maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2) then outstanding principal amount of such Debt.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain of the material United States federal income tax consequences of the exchange of outstanding fixed rate, floating rate and Holdings senior discount notes (collectively, the “outstanding notes”) for new fixed rate, floating rate and Holdings senior discount notes (collectively, the “new notes,” and together with the outstanding notes, the “notes”), respectively, and of the beneficial ownership and disposition of such notes. This summary assumes that the notes will be issued, and transfers thereof and payments thereon will be made, in accordance with the applicable indenture.

As used herein, “U.S. holders” are any beneficial owners of notes, that are, for United States federal income tax purposes, (i) citizens or residents of the United States, (ii) corporations created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia, (iii) estates, the income of which is subject to United States federal income taxation regardless of its source, or (iv) trusts if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more United States persons have the authority to control all substantial decisions of the trust. In addition, certain trusts in existence on August 20, 1996 and treated as U.S. persons prior to such date may also be treated as U.S. holders. As used herein, “non U.S. holders” are beneficial owners of the notes, other than partnerships, that are not U.S. holders.

If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of the notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in such partnerships should consult their tax advisors about the United States federal income tax consequences of owning and disposing of the notes.

This summary does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances. For example, it does not deal with special classes of holders such as banks, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers and traders in securities or currencies, or tax exempt investors. It also does not discuss notes held as part of a hedge, straddle, “synthetic security” or other integrated transaction. This summary does not address the tax consequences to (i) persons that have a functional currency other than the U.S. dollar, (ii) certain U.S. expatriates or (iii) shareholders, partners or beneficiaries of a holder of the notes. Further, it does not include any description of any estate, gift or alternative minimum tax consequences or the tax laws of any state or local government or of any foreign government that may be applicable to the notes.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and all of which are subject to change or differing interpretations, possibly on a retroactive basis.

You should consult with your own tax advisor regarding the federal, state, local and foreign income, franchise, personal property and any other tax consequences of the ownership and disposition of the notes in your particular circumstances.

Taxation of U.S. Holders

The Exchange Offer

The exchange of outstanding notes for new notes pursuant to this exchange offer will not be a taxable event for U.S. Holders because the new notes will not be considered to differ materially in kind or extent from the outstanding notes. Rather, any new notes received by you will be treated as a continuation of your investment in the outstanding notes. As a result, there will be no U.S. federal income tax consequences to you resulting from the exchange offer and you will have the same adjusted tax basis and holding period in the new notes as you had in the outstanding notes immediately prior to the exchange.

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Interest Income on New Floating Rate Notes and New Fixed Rate Notes

Stated interest on the new floating rate notes and new fixed rate notes generally will be taxable to a U.S. holder as ordinary interest income at the time such payments are accrued or received (in accordance with the holder’s regular method of tax accounting).

Original Issue Discount on New Holdings Senior Discount Notes

The outstanding Holdings senior discount notes were issued with original issue discount (“OID”).

U.S. holders of the new Holdings senior discount notes will be required to include OID on the new Holdings senior discount notes in income for United States federal income tax purposes as it accrues on a constant yield to maturity basis, regardless of such holders’ regular methods of accounting for United States federal income tax purposes before the receipt of cash payments attributable to this income. Under this method, U.S. holders of new Holdings senior discount notes will be required to include in income increasingly greater amounts of OID in successive accrual periods. The amount of OID includible in income by a U.S. holder of a new Holdings senior discount note for a taxable year will be the sum of the daily portions of OID with respect to such note for each day during the taxable year on which the U.S. holder holds such note. The daily portion is determined by allocating to each day in an “accrual period” a pro rata portion of the OID allocable to the accrual period. The “accrual period” of a note may be of any length and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the first or last day of an accrual period. The OID allocable to any accrual period will equal the product of the adjusted issue price of the note as of the beginning of such accrual period and the note’s yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period).

A U.S. holder will not recognize any additional income upon the receipt of any cash attributable to OID income on the new Holdings senior discount notes.

Market Discount

If a U.S. holder purchases a new note (or purchased an outstanding note and exchanges it for a new note), for an amount that is less than the note’s stated redemption price at maturity, or, in the case of a note issued at an original issue discount, less than its adjusted issue price as of the date of purchase, the amount of the difference generally will be treated as market discount for U.S. federal income tax purposes. A note acquired at its original issue will not have market discount unless the note is purchased at less than its issue price. Market discount generally will be de minimis and hence disregarded, however, if it less than  ¹/4 of 1% (i.e., .25%) of the stated redemption price at maturity of the note and the number of remaining complete years to maturity.

Under the market discount rules, a U.S. holder is required to treat any principal payment on, or any gain on the sale, exchange, retirement or on the disposition of, a note as ordinary income to the extent of any accrued market discount which has not previously been included in income. If such note is disposed of in a nontaxable transaction (other than certain specified nonrecognition transaction), accrued market discount will be includable as ordinary income to the U.S. holder as if such holder had sold the note at its then fair market value. In addition, the U.S. holder may be required to defer, until maturity of the note or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness incurred or continued to purchase or carry such note.

Market discount is considered to accrue ratably during the period from the date of acquisition to the maturity of a note, unless the United States holder elects to accrue on a constant yield basis. A U.S. holder of a note may elect to include market discount in income currently as it accrues (on either a ratable or constant yield basis), in which case the rule described above regarding deferral of interest deductions will not apply. This election to include market discount currently applies to all market discount obligations acquired during or after the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

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Acquisition and Bond Premium

A U.S. holder who purchases a new Holdings senior discount note (or purchased an outstanding Holdings senior discount note and exchanges it for a new Holdings senior discount note) issued at an original issue discount for an amount exceeding its adjusted issue price and less than or equal to the sum of all amounts payable on the new Holdings senior discount note after the purchase date (other than payments of qualified stated interest) will be considered to have purchased such note with acquisition premium. The amount of original issue discount which such holder must include in gross income with respect to such note will be reduced in the proportion that such excess bears to the original issue discount remaining to be accrued as of the note’s acquisition.

A U.S. holder who purchases a new note (or purchased an outstanding note and exchanges it for a new note) for an amount that is greater than the sum of all amounts payable on the note after the purchase date (other than payments of qualified stated interest) will be considered to have purchased such note with amortizable bond premium. A U.S. holder generally may elect to amortize such premium using a constant yield method over the remaining term of the note. The amortized premium will be treated as a reduction of the interest income from the note (and not as a separate item of deduction). Any such election shall apply to all debt instruments (other than debt instruments the interest on which is excludable from gross income) held at the beginning of the first taxable year to which the election applies or thereafter acquired, and is irrevocable without the consent of the IRS. Special rules may apply if a note is subject to call prior to maturity at a price in excess of its stated redemption price at maturity.

Optional Redemption of the New Notes

Holdings or American Tire, as applicable, may be required to pay a redemption premium upon the exercise of certain options (see “Description of the Notes—Description of the Operating Company Notes—Optional Redemption”). Because Holdings or American Tire are each obligated to make such payments under certain circumstances, the new notes may be subject to special rules under Treasury regulations that are applicable to debt instruments that provide for one or more contingent payments. Under the Treasury regulations, however, the special rules applicable to contingent payment debt instruments will not apply if, as of the issue date, the contingencies are either “remote” or “incidental.” Holdings and American Tire each intend to take the position that (and this discussion assumes) such payments are remote or incidental contingencies. The determination that such payments are remote or incidental contingencies for these purposes is binding on each holder (but not on the Internal Revenue Service), unless such holder discloses in the proper manner to the Internal Revenue Service that it is taking a different position. Holders should consult their tax advisor as to the tax considerations relating to the payment of redemption premiums, in particular, in connection with the Treasury regulations relating to contingent payment debt instruments.

Sale, Exchange or Redemption of Notes

A U.S. holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or other disposition of a new note and the holder’s adjusted tax basis in such new note. The amount realized is generally equal to the amount of cash and the fair market value of property received for the note (other than amounts attributable to accrued but unpaid interest, which are treated as interest described above under “—Interest Income on the New Floating Rate Notes and New Fixed Rate Notes” and “—Original Issue Discount on New Holdings Senior Discount Notes,” as applicable). A holder’s adjusted tax basis in a new note generally will be the initial purchase price paid for the note increased in the case of new Holdings senior discount notes, by the amount of OID previously included in income by such U.S. holder, and decreased by payments received by the U.S. holder with respect to such notes. In the case of a holder other than a corporation, preferential tax rates may apply to gain recognized on the sale of a new note if such holder’s holding period for such note exceeds one year. To the extent the amount realized is less than the holder’s tax basis, the holder will recognize a capital loss. Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for United States federal income tax purposes.

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Information Reporting and Backup Withholding Tax

In general, information reporting requirements will apply to payments of principal and interest (including OID) on new notes and payments of the proceeds of the sale of new notes. A backup withholding tax will apply to such payments if the holder fails to comply with certain identification requirements. Backup withholding is currently imposed at a rate of 28%. Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a credit against such holder’s United States federal income tax and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

Taxation of Non U.S. Holders

The following is a general discussion of the United States federal income tax consequences of the exchange of outstanding notes for new notes and of the beneficial ownership and disposition of new notes by a holder that is not a partnership or a U.S. holder, which we refer to as a non U.S. holder. The rules governing United States federal income taxation of a non U.S. holder of the notes are complex and no attempt will be made herein to provide more than a summary of such rules. Non U.S. holders should consult with their own tax advisors to determine the effect of United States federal, state and local and foreign tax laws, as well as treaties, with regard to an investment in the notes, including any reporting requirements.

Exchange Offer

The exchange of outstanding notes for new notes pursuant to this exchange offer will not be a taxable event for non U.S. holders.

Interest Income

Generally, interest income and payments in respect of accrued OID of a non U.S. holder that is not effectively connected with a United States trade or business is subject to a withholding tax at a 30% rate (or, if applicable, a lower tax rate specified by a treaty). However, interest income earned and payments in respect of accrued OID on a new note by a non U.S. holder will qualify for the “portfolio interest” exemption and therefore will not be subject to United States federal income tax or withholding tax, provided that such interest income or accrued OID is not effectively connected with a United States trade or business of the non U.S. holder and provided that (i) the non U.S. holder does not actually or constructively own 10% of more of the total combined voting power of all classes of our stock entitled to vote; (ii) the non U.S. holder is not a controlled foreign corporation that is related to us, directly or indirectly, through stock ownership; (iii) the non U.S. holder is not a bank which acquired the new note in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and (iv) either (a) the non U.S. holder certifies to the payor or the payor’s agent, under penalties of perjury, that it is not a United States person and provides its name, address, and certain other information on a properly executed Internal Revenue Service Form W-8BEN or a suitable substitute form or (b) a securities clearing organization, bank or other financial institution that holds customer securities in the ordinary course of its trade or business and holds new notes in such capacity, certifies to the payor or the payor’s agent, under penalties of perjury, that such a statement has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner, and, when required, furnishes the payor or the payor’s agent with a copy thereof. The applicable Treasury regulations also provide alternative methods for satisfying the certification requirements of clause (iv), above. If a non U.S. holder holds a new note through certain foreign intermediaries or partnerships, such holder and the foreign intermediary or partnership may be required to satisfy certification requirements under applicable Treasury regulations.

Except to the extent that an applicable income tax treaty otherwise provides, a non U.S. holder generally will be taxed with respect to interest in the same manner as a U.S. holder if the interest (or accrued OID) is effectively connected with a United States trade or business of the non U.S. holder. Effectively connected interest income received or accrued by a corporate non U.S. holder may also, under certain circumstances, be subject to an additional “branch profits” tax at a 30% rate (or, if applicable, at a lower tax rate specified by a treaty). Even though such effectively connected income is subject to income tax, and may be subject to the branch profits tax,

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it is not subject to withholding tax if the non U.S. holder delivers a properly executed Internal Revenue Service Form W-8ECI (or successor form) to the payor or the payor’s agent.

Sale, Exchange or Redemption of Notes

A non U.S. holder generally will not be subject to United States federal income tax on any gain realized on the sale, exchange, redemption or other disposition of a new note (excluding, for this purpose, any amounts received in respect of accrued but unpaid interest (or accrued OID)) unless (i) the gain is effectively connected with a United States trade or business of the non U.S. holder or (ii) in the case of a non U.S. holder who is an individual, such holder is present in the United States for a period or periods aggregating 183 days or more during the taxable year of the disposition, and certain other conditions are met.

Except to the extent that an applicable income tax treaty otherwise provides, (1) if an individual non U.S. holder falls under clause (i) above, such individual generally will be taxed on the net gain derived from a sale in the same manner as a U.S. holder and (2) if an individual non U.S. holder falls under clause (ii) above, such individual generally will be subject to a 30% tax on the gain derived from a sale, which may be offset by certain United States related capital losses (notwithstanding the fact that such individual is not considered a resident of the United States). Individual non U.S. holders who have spent (or expect to spend) 183 days or more in the United States in the taxable year in which they contemplate a disposition of new notes are urged to consult their tax advisors as to the tax consequences of such sale. If a non U.S. holder that is a foreign corporation falls under clause (i), it generally will be taxed on the net gain derived from a sale in the same manner as a U.S. holder and, in addition, may be subject to the branch profits tax on such effectively connected income at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty).

Information Reporting and Backup Withholding Tax

Generally, we must report annually to the Internal Revenue Service and to each non U.S. holder the amount of interest paid to such holder and in respect of accrued OID and the tax withheld with respect to those payments (if any). Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the non U.S. holder resides under the provisions of an applicable income tax treaty. United States backup withholding tax will not apply to payments on new notes or in respect of accrued OID to a non U.S. holder if a properly executed W-8BEN or W-8ECI (as described in “—Interest Income” above), as the case may be, is delivered with respect to the holder unless the payor has actual knowledge or reason to know that the holder is a United States person.

Information reporting requirements and backup withholding tax will not apply to any payment of the proceeds of the sale of new notes effected outside the United States by a foreign office of a “broker” as defined in applicable Treasury regulations (absent actual knowledge or reason to know that the payee is a United States person), unless such broker (i) is a United States person as defined in the Code, (ii) is a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) is a controlled foreign corporation for United States federal income tax purposes or (iv) is a foreign partnership with certain U.S. connections. Payment of the proceeds of any such sale effected outside the United States by a foreign office of any broker that is described in the preceding sentence may be subject to information reporting unless such broker has documentary evidence in its records that the beneficial owner is a non U.S. holder and certain other conditions are met, or the beneficial owner otherwise establishes an exemption. Payment of the proceeds of any such sale to or through the United States office of a broker is subject to information reporting and backup withholding requirements unless the beneficial owner delivers a properly executed W-8BEN or W-8ECI (as described in “—Interest Income” above ), as the case may be, and certain other conditions are met, or the beneficial owner otherwise establishes an exemption.

The United States federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their tax advisors with respect to the tax consequences to them of the ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in United States federal or other tax laws.

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BENEFIT PLAN CONSIDERATIONS

If you intend to use the assets of: any employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or ERISA; any plan described in Section 4975(e)(1) of the Code; any plan, individual retirement account, or other arrangement that is subject to provisions of any federal, state, local, foreign, or other law, rule, or regulation that is similar to provisions of ERISA and the Code, Similar Laws; or any entity whose underlying assets include plan assets by reason of a plan’s investment in such entity (each of the foregoing is hereafter referred to as a Plan) directly or indirectly to purchase any of the notes offered for sale in connection with this prospectus, you should consult with counsel on the potential consequences of your investment under the fiduciary responsibility provisions of ERISA, the prohibited transaction provisions of ERISA and the Code and the provisions of any Similar Laws.

The following summary relates to benefit plans that are subject to ERISA and/or the Code, hereinafter referred to as ERISA Plans, and is based on the provisions of ERISA and the Code and related guidance in effect as of the date of this prospectus. This summary is general in nature and is not intended as a complete summary of these considerations. Future legislation, court decisions, administrative regulations or other guidance may change the requirements summarized in this section. Any of these changes could be made retroactively and could apply to transactions entered into before the change is enacted. In addition, benefit plans that are not subject to ERISA or the Code might be subject to comparable requirements under applicable Similar Laws.

Fiduciary Responsibilities

ERISA imposes requirements on ERISA Plans and fiduciaries of ERISA Plans. Under ERISA, fiduciaries generally include persons who exercise authority or control over ERISA Plan assets, or who render investment advice with respect to an ERISA Plan for compensation. Before investing any ERISA Plan assets in any note offered in connection with this prospectus, you should determine whether the investment:

1) is permitted under the plan document and other instruments governing the ERISA Plan; and

2) is appropriate for the ERISA Plan in view of its overall investment policy and the composition and diversification of its portfolio, taking into account the limited liquidity of the notes.

You should consider all factors and circumstances of a particular investment in the notes, including, for example, the risk factors discussed in “Risk Factors” and the fact that in the future there may not be a market in which you will be able to sell or otherwise dispose of your interest in the notes.

We are not making any representation that the sale of any notes to an ERISA Plan meets the fiduciary requirements for investment by ERISA Plans generally or any particular ERISA Plan or that such an investment is appropriate for ERISA Plans generally or any particular ERISA Plan. We are not providing investment advice to any ERISA Plan, through this prospectus or otherwise, in connection with the sale of the notes.

Foreign Indicia of Ownership

ERISA also prohibits ERISA Plan fiduciaries from maintaining the indicia of ownership of any ERISA Plan assets outside the jurisdiction of the United States district courts except in specified cases. Before investing in any note offered for sale in connection with this prospectus, you should consider whether the acquisition, holding or disposition of a note would satisfy such indicia of ownership rules.

Prohibited Transactions

ERISA and the Code prohibit a wide range of transactions involving ERISA Plans, on the one hand, and persons who have specified relationships to such ERISA Plans, on the other. These persons are called “parties in interest” under ERISA and “disqualified persons” under the Code. The transactions prohibited by ERISA and the Code are called “prohibited transactions.” If you are a party in interest or disqualified person who engages in a

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prohibited transaction, or a fiduciary who causes an ERISA Plan to engage in a prohibited transaction, you may be subject to excise taxes and other penalties and liabilities under ERISA and/or the Code. As a result, if you are considering using ERISA Plan assets directly or indirectly to invest in any of the notes offered for sale in connection with this prospectus, you should consider whether the investment might be a prohibited transaction under ERISA and/or the Code.

Prohibited transactions may arise, for example, if the notes are acquired by an ERISA Plan with respect to which we, the initial purchasers and/or any of our or their respective affiliates, are parties in interest or disqualified persons. Exemptions from the prohibited transaction provisions of ERISA and the Code may apply, depending in part on the type of plan fiduciary making the decision to acquire a note and the circumstances under which such decision is made. These exemptions include:

1) Prohibited transaction class exemption, or PTCE, 75-1 (relating to specified transactions involving employee benefit plans and broker dealers, reporting dealers, and banks);

2) PTCE 84-14 (relating to specified transactions directed by independent qualified professional asset managers);

3) PTCE 90-1 (relating to specified transactions involving insurance company pooled separate accounts);

4) PTCE 91-38 (relating to specified transactions by bank collective investment funds);

5) PTCE 95-60 (relating to specified transactions involving insurance company general accounts); and

6) PTCE 96-23 (relating to specified transactions directed by in house asset managers).

These exemptions do not, however, provide relief from the provisions of ERISA and the Code that prohibit self dealing and conflicts of interest by plan fiduciaries. In addition, there is no assurance that any of these class exemptions or any other exemption will be available with respect to any particular transaction involving the notes.

Representations and Warranties

If you acquire or accept a note (or any interest therein) offered in connection with this prospectus, you will be deemed to have represented and warranted that either:

1) you have not used the assets directly or indirectly of any Plan to acquire such note; or

2) your acquisition and holding of such note (A) is exempt from the prohibited transaction restrictions of ERISA and the Code under one or more prohibited transaction class exemptions or does not constitute a prohibited transaction under ERISA and the Code, (B) meets the applicable fiduciary requirements of ERISA, and (C) does not violate any applicable Similar Law.

Any subsequent purchaser of such note will be required to make the same representations concerning the use of Plan assets to purchase the note.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, we will use our commercially reasonable efforts to keep this prospectus continuously effective, supplemented and amended as required by the provisions of the registration rights agreement to the extent necessary to ensure that it is available for resales of notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of the registration rights agreement, the Securities Act and the policies, rules and regulations of the Securities and Exchange Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which this prospectus is declared effective and (ii) the date on which all broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. In addition, until                     , 2005, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For the 90-day (or shorter) period referred to above, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents as set forth in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters in connection with the offering and sale of the notes regarding the validity and enforceability of the notes are passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York.

EXPERTS

The consolidated financial statements as of January 1, 2005 and December 27, 2003 and for each of the three years in the period ended January 1, 2005, included elsewhere in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are not subject to the informational requirements of the Exchange Act, but in accordance with the requirements of the Exchange Act, we file reports and other information with the SEC. You may read and, for a fee, copy any document that we file with the SEC at the public reference facility maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

Our reports and other information that are filed with the SEC are not incorporated by reference into this prospectus. We incorporate by reference all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering from the dates of the filing of these documents with the SEC.

You may also request a copy of these filings at no cost, by writing or telephoning us at the following address:

American Tire Distributors Holdings, Inc.

Attention: Corporate Secretary

1220 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

(704) 992-2000

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
American Tire Distributors, Inc.—Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of January 1, 2005 and December 27, 2003	F-3
Consolidated Statements of Operations for the fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002	F-4
Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002	F-5
Consolidated Statements of Cash Flows for the fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

American Tire Distributors, Inc. and Subsidiaries:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of American Tire Distributors, Inc. and subsidiaries (the “Company”, formerly Heafner Tire Group, Inc.) at January 1, 2005 and December 27, 2003, and the results of their operations and their cash flows for each of the three years in the period ended January 1, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/    PricewaterhouseCoopers LLP

Charlotte, North Carolina

March 4, 2005, except for Note 15,

which is as of March 31, 2005

F-2

AMERICAN TIRE DISTRIBUTORS, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

	January 1, 2005			December 27, 2003
Assets
Current assets:
Cash and cash equivalents	$	3,334		$	3,326
Accounts receivable, net of allowance for doubtful accounts of $1,587 and $1,112 in fiscal 2004 and 2003, respectively		130,683			96,120
Inventories		220,778			174,051
Deferred income taxes		8,890			6,462
Other current assets		18,961			10,625
Total current assets		382,646			290,584
Property and equipment, net		24,160			17,662
Goodwill, net		121,910			93,940
Other intangible assets, net		13,527			2,238
Deferred income taxes		6,887			8,849
Other assets		7,165			5,730
Total assets	$	556,295		$	419,003
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	215,706		$	170,716
Accrued expenses		30,781			17,952
Current maturities of long-term debt		2,439			2,919
Total current liabilities		248,926			191,587
Revolving credit facility and other long-term debt		188,770			137,044
Series D Senior Notes		28,600			28,600
Capital lease obligations		14,110			14,153
Other liabilities		8,589			4,590
Redeemable preferred stock (Note 11)		9,535			10,535
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock (Note 12)		55,854			50,944
Common stock, par value $.01 per share; 50,000,000 shares authorized; 5,161,917 and 5,086,917 shares issued and outstanding		52			51
Additional paid-in capital		23,030			22,388
Warrants		1,352			1,782
Note receivable from sale of stock		—			(17	)
Accumulated deficit		(22,523	)		(42,654	)
Total stockholders’ equity		57,765			32,494
Total liabilities and stockholders’ equity	$	556,295		$	419,003

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AMERICAN TIRE DISTRIBUTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

	For the Fiscal Year Ended
	January 1, 2005			December 27, 2003			December 28, 2002
Net sales	$	1,282,069		$	1,114,410		$	1,062,015
Cost of goods sold		1,043,793			910,905			868,750
Gross profit		238,276			203,505			193,265
Selling, general and administrative expenses		183,235			162,351			161,914
Operating income		55,041			41,154			31,351
Other income (expense):
Interest expense		(13,371	)		(14,071	)		(18,705	)
Gain on repurchase of Series D Senior Notes		—			—			49,759
Other, net		(393	)		93			288
Income from continuing operations before income taxes		41,277			27,176			62,693
Provision for income taxes		16,236			11,089			24,783
Income from continuing operations		25,041			16,087			37,910
Loss from discontinued operations, net of income tax benefit of $0, $57 and $316		—			(82	)		(483	)
Net income	$	25,041		$	16,005		$	37,427

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AMERICAN TIRE DISTRIBUTORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except share amounts)

	Preferred Stock (Note 12)			Class A Common Stock				Additional Paid-In Capital			Warrants			Notes Receivable From Sale of Stock			Accumulated Deficit			Total
	Shares	Amount		Shares		Amount
Balance, December 29, 2001	—	$	—	5,136,917		$	51	$	22,751		$	1,137		$	(340	)	$	(87,135	)	$	(63,536	)
Net income	—		—	—			—		—			—			—			37,427			37,427
Repurchase of common stock	—		—	(50,000	)		—		(363	)		—			323			—			(40	)
Issuance of warrants	—		—	—			—		—			645			—			—			645
Preferred stock Series C	1,333,334		13,080	—			—		—			—			—			—			13,080
Preferred stock Series D	9,637,592		28,913	—			—		—			—			—			—			28,913
Dividends on preferred stock Series C	—		1,440	—			—		—			—			—			(1,440	)		—
Dividends on preferred stock Series D	—		2,602	—			—		—			—			—			(2,602	)		—
Balance, December 28, 2002	10,970,926		46,035	5,086,917			51		22,388			1,782			(17	)		(53,750	)		16,489
Net income	—		—	—			—		—			—			—			16,005			16,005
Dividends on preferred stock Series C	—		1,440	—			—		—			—			—			(1,440	)		—
Dividends on preferred stock Series D	—		3,469	—			—		—			—			—			(3,469	)		—
Balance, December 27, 2003	10,970,926		50,944	5,086,917			51		22,388			1,782			(17	)		(42,654	)		32,494
Net income	—		—	—			—		—			—			—			25,041			25,041
Surrender of warrants	—		—	—			—		430			(430	)		—			—			—
Issuance of common stock	—		—	75,000			1		212			—			—			—			213
Forgiveness of note receivable	—		—	—			—		—			—			17			—			17
Dividends on preferred stock Series C	—		1,440	—			—		—			—			—			(1,440	)		—
Dividends on preferred stock Series D	—		3,470	—			—		—			—			—			(3,470	)		—
Balance, January 1, 2005	10,970,926	$	55,854	5,161,917		$	52	$	23,030		$	1,352		$	—		$	(22,523	)	$	57,765

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AMERICAN TIRE DISTRIBUTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	For the Fiscal Year Ended
	January 1, 2005			December 27, 2003			December 28, 2002
Cash flows from operating activities:
Net income	$	25,041		$	16,005		$	37,427
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations, net of income taxes		—			82			483
Gain on repurchase of Series D Senior Notes		—			—			(49,759	)
Depreciation and amortization of other intangibles		6,781			6,957			8,610
Amortization of other assets		1,156			1,208			1,221
Provision for doubtful accounts		320			907			2,036
Provision for obsolete inventory		(91	)		(12	)		(4,832	)
Deferred income taxes		1,847			6,915			22,570
Change in assets and liabilities:
Accounts receivable, net		(16,046	)		(2,353	)		(4,787	)
Inventories		(20,831	)		(17,317	)		2,322
Other current assets		(7,187	)		1,274			(1,154	)
Accounts payable and accrued expenses		34,605			5,317			5,735
Other		114			(1,326	)		(4,607	)
Net cash provided by continuing operating activities		25,709			17,657			15,265
Cash flows from investing activities:
Acquisitions, net of cash acquired		(59,207	)		—			—
Net proceeds from sale-leaseback transaction		—			—			13,285
Purchase of property and equipment		(4,379	)		(2,491	)		(2,059	)
Proceeds from sale of property and equipment		284			612			2,187
Other, net		—			(50	)		—
Net cash provided by (used in) investing activities		(63,302	)		(1,929	)		13,413
Cash flows from financing activities:
Net proceeds from (repayments of) revolving credit facility		56,851			(10,964	)		13,960
Payments of other long-term debt		(16,336	)		(3,656	)		(6,232	)
Borrowings of other long-term debt		—			25			—
Repurchase of Series D Senior Notes		—			—			(64,959	)
Proceeds received from issuance of preferred stock		—			—			28,913
Common stock repurchase		—			—			(40	)
Proceeds from issuance of common stock		213			—			—
Payments for deferred financing costs		(2,127	)		—			(1,758	)
Series A preferred stock redemption		(1,000	)		(500	)		—
Net cash provided by (used in) financing activities		37,601			(15,095	)		(30,116	)
Net increase (decrease) in cash and cash equivalents		8			633			(1,438	)
Cash and cash equivalents, beginning of year		3,326			2,693			4,131
Cash and cash equivalents, end of year	$	3,334		$	3,326		$	2,693
Supplemental disclosures of cash flow information:
Cash payments for interest	$	12,389		$	13,345		$	18,234
Cash payments for taxes, net	$	17,610		$	2,592		$	3,230
Supplemental disclosures of noncash activities:
Capital expenditures financed by debt	$	5,224		$	670		$	124

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Significant Accounting Policies:

Nature of Business

American Tire Distributors, Inc. (together with its subsidiaries, the “Company), is a Delaware corporation engaged in the wholesale distribution of tires, custom wheels and accessories, and related service equipment. On May 24, 1999, Charlesbank Equity Fund IV, L.P. (“Charlesbank”), a Massachusetts limited partnership, purchased approximately 97.8% of the Company’s then issued and outstanding shares of Class A common stock and approximately 96.8% of the Company’s then issued and outstanding shares of Class B common stock for a purchase price of approximately $44.7 million. On August 20, 1999, the Company reincorporated in Delaware (previously incorporated in North Carolina) and simultaneously changed its name from The J.H. Heafner Company, Inc. to Heafner Tire Group, Inc. On May 30, 2002, the Company changed its name from Heafner Tire Group, Inc. to American Tire Distributors, Inc. During fiscal 2004, the Company completed the purchase of all the outstanding stock of Texas Market Tire Holdings I, Inc., d/b/a Big State Tire Supply (“Big State”) and Target Tire, Inc. (“Target Tire”) (see Note 2).

The Company is an independent distributor of tires, custom wheels and accessories, and related service equipment to the replacement market. The Company’s customer base is comprised primarily of independent tire dealers with other customers representing national retail chains, service stations and other automotive dealer and repair facilities. The Company operates as one business segment with 71 distribution centers serving all or parts of 36 states located in the Southeastern and Mid-Atlantic regions, portions of the Northeast, Midwest, Southwest, and the West Coast of the United States.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of American Tire Distributors, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts for outbound shipping costs previously classified in selling, general, and administrative expenses have been reclassified to cost of goods sold. The effect of this reclassification was a decrease in selling, general, and administrative expenses and an increase in cost of goods sold in the amount of $8.3 million and $6.2 million for fiscal years 2003 and 2002, respectively. Certain other prior period amounts have been reclassified to conform to the current period presentation. These other reclassifications had no material effect on previously reported operating results.

Fiscal Year

The Company’s fiscal year is based on either a 52 or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of certain fiscal years will not be exactly comparable to the prior and subsequent 52-week fiscal years. The fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002 contain operating results for 53 weeks, 52 weeks and 52 weeks, respectively.

Cash and Cash Equivalents

The Company includes cash, demand deposits and highly liquid investments with initial maturities of less than three months in cash and cash equivalents in its consolidated financial statements.

F-7

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Revenue Recognition and Concentration of Credit Risk

The Company recognizes revenue when title and risk of loss pass to the customer, which is upon delivery under free on board (“FOB”) destination terms. In the normal course of business, the Company extends credit, on open accounts, to its customers after performing a credit analysis based on a number of financial and other criteria. The Company performs ongoing credit evaluations of its customers’ financial condition and does not normally require collateral; however, letters of credit and other security are occasionally required for certain new and existing customers. Allowances are maintained for estimated potential credit losses.

The Company permits customers from time to time to return certain products but there is no contractual right of return. The Company continuously monitors and tracks such returns and records an estimate of such future returns, which is based on historical experience of actual returns.

Fair Value of Financial Instruments

Carrying value approximates fair value as it relates to cash and cash equivalents, accounts receivable and accounts payable due to the short-term maturity of those instruments. The fair value of the Company’s long-term debt approximates its carrying value.

Inventories

Inventories consist primarily of automotive tires, custom wheels, automotive service equipment and related products and are valued at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. Terms with a majority of the Company’s tire vendors allow return of tire products, within limitations, specified in their supply agreements. All of the Company’s inventory is held as collateral under the revolving credit facility (“Revolver”).

Property and Equipment

Property and equipment are recorded at cost and depreciation, which includes the amortization of assets recorded under capital lease obligations, is determined by using the straight-line method based on the following estimated useful lives:

Buildings	20-30 years
Machinery and equipment	3-10 years
Furniture and fixtures	3-7 years
Vehicles and other	3-5 years

Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Renewals or improvements of significant items are capitalized. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization is removed from the respective accounts and any resulting gain or loss is recognized.

Deferred Financing Costs

Costs incurred in connection with financing activities (see Note 5) are capitalized and amortized on a straight-line basis and charged to interest expense over the life of the associated debt in the accompanying consolidated statements of operations. The unamortized balance of these deferred costs included in the accompanying consolidated balance sheets was $3.4 million and $2.5 million at January 1, 2005 and December 27, 2003, respectively. In connection with the repurchase of $121.4 million in outstanding principal amount of the Series D

F-8

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Senior Notes (see Note 9), the Company wrote off approximately $4.0 million of unamortized deferred financing costs associated with the Series D Senior Notes. The charge has been included as an offset to the gain on repurchase of Series D Senior Notes in the accompanying consolidated statements of operations in fiscal 2002.

Goodwill and Other Intangible Assets

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations” and SFAS No. 142 “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001. This statement also specifies that intangible assets acquired in a purchase method business combination must meet certain criteria to be recognized and reported apart from goodwill. SFAS No. 142 revises the accounting for purchased goodwill and intangible assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized, but are tested for impairment annually and more frequently in the event of an impairment indicator. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives, and reviewed for impairment at least annually. The Company adopted the provisions of SFAS No. 142 in the first quarter of fiscal 2002.

The provisions of SFAS No. 142 require that a two-step test be performed to assess goodwill for impairment. First, the fair value of each reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. In accordance with SFAS No. 142, the Company performed the required annual impairment test in fourth quarter of fiscal years 2004, 2003 and 2002 and determined that no goodwill impairment existed. Fair value was computed by utilizing a variety of methods, including discounted cash flow and market multiple models.

Goodwill represents the excess of the purchase price over the fair value of the net assets of the acquired entities. Prior to adopting SFAS No. 142, goodwill was amortized on a straight-line basis over a period of 15 years. Goodwill increased by $28.0 million in fiscal 2004 as a result of the acquisition of Big State and Target Tire (see Note 2). Accumulated amortization of goodwill at January 1, 2005 and December 27, 2003 was $22.6 million.

Other intangible assets, which represent noncompete agreements, customer lists, and other intangibles, are being amortized on a straight-line basis over periods ranging from five to fifteen years. Amortization of other intangibles was $1.1 million, $1.4 million, and $3.2 million in fiscal 2004, 2003, and 2002, respectively. Accumulated amortization at January 1, 2005 and December 27, 2003 was $3.1 million and $2.0 million, respectively. In fiscal 2003, the Company wrote off fully amortized balances of $12.2 million relating to intangible assets.

The following table sets forth the gross amount and accumulated amortization of the Company’s intangible assets for the fiscal years ended January 1, 2005 and December 27, 2003 (in thousands):

	Estimated Useful Life	January 1, 2005				December 27, 2003
		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Years)
Customer lists	15	$	12,272	$	333	$	—	$	—
Noncompete agreements	5-7		2,789		2,059		2,664		1,608
Trademarks	5		1,613		755		1,613		431
Total amortizable intangible assets		$	16,674	$	3,147	$	4,277	$	2,039

F-9

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Estimated intangible asset amortization expense for each of the next five fiscal years is expected to be $1.5 million in 2005, $1.4 million in 2006, $1.1 million in 2007, $0.8 million in 2008, and $0.8 million in 2009.

Self Insurance

The Company is self-insured with respect to employee health liability claims and maintains a large deductible program on workers’ compensation and auto. The Company has stop-loss insurance coverage for individual claims in excess of $0.2 million for employee health and deductibles of $0.3 million on the workers’ compensation and auto. Aggregate stop-loss limits for workers’ compensation and auto are $6.2 million. There is no aggregate stop-loss limit on employee health insurance.

Post-retirement Benefits

The Company accounts for post-retirement benefits in accordance with SFAS No. 106, “Employers’ Accounting for Post Retirement Benefits Other than Pensions” and SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Post Retirement Benefits—an amendment of FASB Statements No. 87, 88, and 106.” SFAS No. 106 requires the Company to accrue the cost of post-retirement benefit obligations based on a number of actuarial assumptions including assumptions about the discount rate, expected return on plan assets, health care cost trend rates, and rate of future compensation increases. The actuarial assumptions used may differ materially from actual results, which may have a significant impact on the amount of post-retirement expenses to be recognized in future periods. SFAS No. 132 (Revised 2003) supercedes the disclosure requirements for post-retirement benefit plans in SFAS No. 106 without changing the measurement or recognition of those plans. This statement requires additional disclosures compared to those of the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost (see Note 6).

Shipping and Handling Costs

Certain company shipping, handling, and other distribution costs are classified as selling, general, and administrative expenses in the accompanying consolidated statements of operations. Such expenses totaled $64.7 million, $61.6 million, and $60.1 million for the years ended January 1, 2005, December 27, 2003, and December 28, 2002, respectively. Certain outbound shipping and handling costs are classified in cost of goods sold. Shipping revenue is classified in net sales in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-10, “Accounting for Shipping and Handling Fees and Costs.”

Vendor Rebates

The Company receives rebates from its vendors under a number of different programs. These rebates are recorded in accordance with EITF Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Cash Considerations Received from a Vendor.” Many of the vendor programs provide for the Company to receive rebates when any of a number of measures is achieved, generally related to the volume of purchases. These rebates are accounted for as a reduction to the price of the product, which reduces the carrying value of inventory until the product is sold. Throughout the year, the amount of rebates is estimated based upon the expected level of purchases. These estimates are continually revised to reflect rebates earned based on actual purchase levels. Historically, actual rebates have been within the expectations used in the estimates.

Cooperative Advertising and Marketing Programs

The Company participates in cooperative advertising and marketing programs (“co-op”) with its vendors. Co-op funds used to offset specific costs in selling the vendor’s products are reported as a reduction of selling, general, and administrative expenses at the time the qualifying advertising and marketing expenses are incurred.

F-10

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Co-op funds not used to offset specific costs and excess co-op funds are used to offset cost of goods sold in accordance with EITF Issue No. 02-16.

Income Taxes

The Company accounts for its income taxes under the provisions of SFAS No. 109 “Accounting for Income Taxes.” This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets becomes uncertain.

Derivative Instruments and Hedging Activities

For derivative instruments, the Company applies SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, SFAS No. 138, and SFAS No. 149. This statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. This statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met and that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. The adoption of this statement had no material impact on the Company’s consolidated financial position and results of operations (see Note 5).

Stock Options

As permitted by SFAS No. 123, “Accounting For Stock-Based Compensation,” the Company accounts for stock option grants in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and its related interpretations. Pursuant to APB No. 25, compensation expense is recognized for financial reporting purposes using the intrinsic value method when it becomes probable that the options will be exercisable. The amount of compensation expense to be recognized is determined by the excess of the fair value of common stock over the exercise price of the related option at the measurement date. Accordingly, no compensation expense has been recorded in the consolidated statements of operations as the exercise price of all stock options represented fair value of the underlying common stock at the date of grant.

SFAS No. 123 established an alternative method of expense recognition for stock-based compensation awards to employees based on fair values. The Company has elected not to adopt SFAS No. 123 for expense recognition purposes, but is required to provide certain pro forma disclosures, which are presented below.

The following information is presented as if the Company had accounted for its employee stock options under the fair value method prescribed by SFAS No. 123 (in thousands):

	Year Ended
	January 1, 2005			December 27, 2003			December 28, 2002
Net income, as reported	$	25,041		$	16,005		$	37,427
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of tax		(416	)		(371	)		(440	)
Pro forma net income	$	24,625		$	15,634		$	36,987

F-11

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The weighted average fair value of options granted during fiscal 2004, 2003, and 2002 estimated on the date of grant using the Black-Scholes option pricing model was $1.42, $1.00, and $0.55, respectively. The fair value of options granted in fiscal 2004, 2003, and 2002 was determined using the following assumptions: a weighted average risk-free interest rate of 4.06%, 4.05%, and 4.93%, respectively, no dividend yield, expected life of 10 years, which equals the lives of the grants, and no expected volatility.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The amendments made by SFAS No. 151 will improve financial reporting by requiring that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) be recognized as current-period charges and by requiring the allocation of fixed production overheads to inventory based on the normal capacity of production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not expect the adoption SFAS No. 151 to have a material impact on its consolidated financial position or results of operations.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), “Share-Based Payment” (“SFAS No. 123R”). For non-public companies, as defined, the provisions of SFAS No. 123R are effective for reporting periods beginning after December 15, 2005. The new statement requires compensation expense associated with share-based payments to employees to be recognized in the financial statements based on their fair values. The Company is currently accounting for stock option grants in accordance with APB No. 25 and its related interpretations. Accordingly, no compensation expense has been recorded in the consolidated statements of operations. Upon the adoption of SFAS 123R, the Company will be required to apply the provisions of the statement prospectively for any newly issued, modified or settled award after the date of initial adoption. The Company is in the process of evaluating the impact the requirements of this statement will have on its consolidated financial statements.

2. Acquisitions:

During fiscal 2004, the Company acquired the entities described below, which were accounted for using the purchase method of accounting. Accordingly, results of operations for the acquired businesses have been included in the accompanying consolidated statements of operations from the acquisition dates.

On July 30, 2004, the Company completed the purchase of all the outstanding stock of Big State, a tire distributor located in Lubbock, Texas pursuant to the terms of that certain Stock Purchase Agreement dated July 2, 2004. The acquisition expanded the Company’s operations into Texas, Oklahoma and New Mexico and included nine distribution centers that were operated by Big State. The acquisition was financed by the Company’s existing Revolver (see Note 5).

On September 2, 2004, the Company completed the purchase of all the outstanding stock of Target Tire, a tire distributor located in Jacksonville, North Carolina pursuant to the terms of that certain Stock Purchase Agreement dated September 1, 2004. Target Tire operated eleven distribution centers located in North Carolina,

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Georgia, South Carolina, Virginia and Tennessee. The acquisition strengthened the Company’s presence with retailers in the Southeast, a region where there is already a strong market presence. The acquisition was financed by the Company’s existing Revolver, as amended (see Note 5). In connection with the acquisition, the Company recorded a $4.3 million liability for estimated costs related to facility closures ($3.5 million), employee severance ($0.7 million), and other related exit costs ($0.1 million) in accordance with EITF 95-3 “Recognition of Liabilities in Connection with a Purchase Business Combination.” The facilities closing expense primarily relates to the closing of all but one Target Tire distribution center due to existing distribution centers being located in close proximity to the acquired distribution facilities. The Company has substantially completed all facility closings. The severance costs were primarily related to duplicate administrative personnel and personnel at the facilities that were closed. As of January 1, 2005, the Company had charged approximately $0.2 million against these reserves. The remaining liability is primarily related to lease obligations that expire in 2014.

The aggregate purchase price of these acquisitions, subject to adjustment, was $59.3 million, consisting of $58.2 million in cash, $0.6 million for repayment of debt, and $0.5 million in direct acquisition costs. There is $1.0 million that it being held in escrow pending final purchase price adjustments. Allocations of the purchase prices have been recorded in the accompanying consolidated financial statements as of January 1, 2005, based on management’s best estimate of fair values for the assets acquired and liabilities assumed. The excess of the purchase price over the fair value of the net assets of the acquired entities was allocated to goodwill ($28.0 million) and intangible assets ($12.4 million). Goodwill of $9.8 million and an intangible asset of $10.9 million, recorded in connection with the Big State acquisition, are deductible for tax purposes. The intangible assets primarily relate to customer lists which are being amortized on a straight-line basis over an estimated life of fifteen years.

3. Income Taxes:

The following summarizes the components of the Company’s income tax provision on income from continuing operations for fiscal 2004, 2003 and 2002 (in thousands):

	Year Ended
	January 1, 2005		December 27, 2003		December 28, 2002
Federal—
Current provision (benefit)	$	12,307	$	2,318	$	(40	)
Deferred provision		1,585		6,776		21,499
		13,892		9,094		21,459
State—
Current provision		2,084		1,821		2,778
Deferred provision		260		174		546
		2,344		1,995		3,324
Total provision	$	16,236	$	11,089	$	24,783

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Actual income tax expense differs from the amount computed by applying the statutory federal income tax rate of 35% in fiscal 2004, 2003 and 2002 as a result of the following (in thousands):

	Year Ended
	January 1, 2005			December 27, 2003		December 28, 2002
Income tax provision computed at the federal statutory rate	$	14,447		$	9,512	$	21,943
State income taxes, net of federal income tax benefit		1,688			1,297		2,636
Decrease in valuation allowance		(474	)		—		—
Other		575			280		204
Income tax provision	$	16,236		$	11,089	$	24,783

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and (b) operating loss and tax credit carry-forwards. The tax effects of the significant temporary differences which comprise deferred tax assets and liabilities at January 1, 2005 and December 27, 2003, are as follows (in thousands):

	January 1, 2005			December 27, 2003
Deferred tax assets—
Net operating loss carry-forwards	$	702		$	2,603
Accrued expenses and liabilities		7,574			5,392
Employee benefits		1,916			2,238
Inventory cost capitalization		2,741			2,054
Depreciation, amortization and write-off of intangibles		—			1,516
Other		2,909			2,909
Valuation allowance		—			(1,044	)
Gross deferred tax assets		15,842			15,668
Deferred tax liabilities—
Depreciation, amortization and write-off of intangibles		(9	)		—
Other		(56	)		(357	)
Gross deferred tax liabilities		(65	)		(357	)
Net deferred tax assets	$	15,777		$	15,311

The above amounts have been classified in the accompanying consolidated balance sheets as follows (in thousands):

	January 1, 2005		December 27, 2003
Deferred tax assets—
Current	$	8,890	$	6,462
Noncurrent		6,887		8,849
	$	15,777	$	15,311

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Management has evaluated the Company’s deferred tax assets and has concluded that the realizability of the deferred tax assets is more likely than not. As a part of this evaluation, the Company determined that a decrease in the valuation allowance previously established for certain deferred tax assets for state net operating loss carry-forwards (“NOLs”) relating to the sale of Winston Tire Company (‘Winston”) was required. Accordingly, the Company recorded a non-cash benefit in the fourth quarter of fiscal 2004 of $0.5 million to reduce the valuation allowance from $1.0 million to $0.5 million. The valuation allowance was further adjusted to zero in connection with writing off the remaining deferred tax asset as the Company determined these assets would not be recoverable. The Company’s ability to generate future taxable income is dependent on numerous factors including general economic conditions, the state of the replacement tire market, and other factors beyond management’s control. Therefore, there can be no assurance that the Company will meet this expectation of future taxable income. Changes in expected future income could lead to an additional valuation allowance against deferred tax assets.

At January 1, 2005, the Company had NOLs available for state tax purposes of approximately $14.1 million. The Company expects to utilize this NOL prior to it expiring in 2016.

4. Property and Equipment:

The following table represents the Company’s property and equipment at January 1, 2005 and December 27, 2003 (in thousands):

	January 1, 2005			December 27, 2003
Land	$	1,525		$	1,553
Buildings and leasehold improvements		15,410			15,524
Machinery and equipment		17,998			11,248
Furniture and fixtures		11,669			10,237
Vehicles and other		1,981			1,259
Total property and equipment		48,583			39,821
Less—Accumulated depreciation		(24,423	)		(22,159	)
Property and equipment, net	$	24,160		$	17,662

Depreciation expense for the years ended January 1, 2005, December 27, 2003 and December 28, 2002 was $5.7 million, $5.6 million and $5.4 million, respectively and is classified in selling, general, and administrative expense in the accompanying consolidated statements of operations.

Included in the above table are assets under capital leases related to the sale and leaseback of three of the Company’s owned facilities (see Note 5). The net book value of these assets at January 1, 2005 and December 27, 2003 was $6.3 million and $6.5 million, respectively. Accumulated depreciation was $1.7 million and $1.5 million for the respective periods. Depreciation expense for the years ended January 1, 2005, December 27, 2003 and December 28, 2002 was $0.2 million.

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

5. Long-term Debt and Other Financing Arrangements:

Long-term Debt

The following table represents the Company’s long-term debt at January 1, 2005 and December 27, 2003 (in thousands):

	January 1, 2005			December 27, 2003
Revolving credit facility and other long-term debt	$	190,532		$	139,406
Series D Senior Notes		28,600			28,600
Capital lease obligations		14,787			14,710
		233,919			182,716
Less—Current maturities		(2,439	)		(2,919	)
	$	231,480		$	179,797

Revolving Credit Facility

On March 19, 2004, the Company executed a Third Amended and Restated Loan and Security Agreement (“Revolver”) to increase the Company’s borrowing capacity. The Borrowers to the Revolver are the Company and its subsidiaries. The Revolver provides for borrowings in the aggregate principal amount of up to the lesser of $245.0 million, less defined reserves, or the Borrowing Base, as defined in the agreement. Fees incurred in connection with the amendment of $1.5 million are being deferred and amortized over the life of the loan. On April 2, 2004, the Company and its lenders executed an amendment to the Revolver to amend the requirements and form of the officer’s compliance certificate to be issued to the lenders. On February 14, 2005, the Company and its lenders executed a letter agreement to the Revolver to amend the capital expenditures covenant contained therein.

Borrowings under the Revolver bear interest at (i) the Base Rate, as defined, plus the applicable margin (0.75% as of January 1, 2005) or (ii) the Eurodollar Rate, as defined, plus the applicable margin (2.25% as of January 1, 2005). These margins are subject to performance-based step-downs resulting in margins ranging from 0.25% to 1.25% for Base Rate loans and 1.75% to 2.75% for Eurodollar Rate loans, respectively. At January 1, 2005, borrowings under the Revolver were at a weighted average interest rate of 4.8%.

The Revolver, as amended, requires the Company to meet a fixed charge coverage test, as defined, as well as certain covenants, which among other things, limits the Company’s ability to incur additional indebtedness; enter into guarantees; make loans and investments; make capital expenditures; declare dividends; engage in mergers, consolidations and asset sales; enter into transactions with affiliates; create liens and encumbrances; enter into sale/leaseback transactions; modify material agreements; and change the business it conducts. As of January 1, 2005, the Company was in compliance with these covenants, as amended. Obligations under the Revolver are secured by all of the Company’s inventories and accounts receivable. The Revolver expires February 15, 2008.

On September 2, 2004, the Company and its lenders executed a Second Amendment to the Revolver to provide the Company with a $20.0 million term loan to facilitate the acquisition of Target Tire. On November 4, 2004, the Company repaid the term loan, without penalty, with borrowings from the Revolver.

Derivative Instruments

During second quarter 2003, the Company entered into an interest rate swap agreement (“Swap”) to manage its exposure to fluctuations in interest rates. The Swap represents a contract to exchange floating rate interest payment for fixed interest payments periodically over the life of the agreement without exchange of the underlying notional amount. The notional amount of the Swap is used to measure interest to be paid or received

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

and does not represent the amount of exposure to credit loss. At January 1, 2005, the Swap covers a notional amount of $50.0 million of indebtedness at a fixed interest rate of 2.14% and expires in June 2006. This Swap has not been designated for hedge accounting treatment. Accordingly, the Company recognizes the fair value of the Swap in the accompanying consolidated balance sheets and any changes in the fair value are recorded as adjustments to interest expense in the accompanying consolidated statements of operations. The fair value of the Swap is the estimated amount that the Company would pay or receive to terminate the agreement at the reporting date. The fair value of the Swap was an asset of $0.8 million and $0.2 million at January 1, 2005 and December 27, 2003, respectively, and is included in other assets in the accompanying consolidated balance sheets. As a result of the change in fair value, $0.5 million and $0.2 million net reductions to interest expense were recorded for the years ended January 1, 2005 and December 27, 2003, respectively.

Senior Notes

The Series D Senior Notes (“Senior Notes”) have an annual coupon of 10% and are redeemable at the Company’s option, in whole or in part, at any time, on or after May 15, 2003, at certain redemption prices. In addition, the Company can redeem up to 35% of the original principal amount of the Senior Notes at 110% of par with one or more public equity offerings. The Senior Notes are due May 2008 and interest is payable semi-annually on May 15 and November 15 of each year commencing November 15, 1999. The Senior Notes contain certain covenants that, among other things, limits the Company’s ability to incur indebtedness; make restricted payments; make certain distributions; sell assets; enter into certain affiliate transactions; sell or issue capital stock of restricted subsidiaries; incur liens; enter into sale/leaseback transactions; and engage in mergers and consolidations.

On March 27, 2002, the Company repurchased $121.4 million in outstanding principal amount of the Senior Notes at a purchase price of $535 per $1,000 in face amount, plus accrued and unpaid interest of $4.5 million. See Note 9 for more information on the repurchase of the Senior Notes.

Capital Lease Obligations

As of January 1, 2005, the Company has a capital lease obligation of $14.1 million relating to the sale and leaseback of three of its owned facilities. All cash paid to the lessor is recorded as interest expense and the capital lease obligation will be reduced when the lease has terminated. The initial term of the lease is for 20 years, followed by two 10-year renewal options. The annual rent paid under the terms of the lease is $1.6 million (paid quarterly) and is adjusted for Consumer Price Index changes every two years. As of April 25, 2004, the annual rent increased to $1.7 million. In connection with the sale and leaseback transaction, the purchaser received warrants to purchase 153,597 shares of the Company’s common stock. The warrants have a term of 10 years with a stated exercise price of $3.00 per warrant. The Company recorded these warrants at fair value and has presented them as a component of stockholders’ equity in the accompanying consolidated balance sheets. There was no gain or loss recognized as a result of the initial sale and leaseback transaction.

Aggregate Maturities

Aggregate maturities of long-term debt at January 1, 2005, are as follows (in thousands):

2005	$	2,439
2006		1,680
2007		886
2008		214,722
2009		62
Thereafter		14,130
	$	233,919

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

6. Employee Benefits:

401(k) Plans

The Company maintains a qualified profit sharing and 401(k) plan for eligible employees. All accounts are funded based on employee contributions to the plan, with the limits of such contributions determined by the Board of Directors. Effective January 1, 2002, the benefit formulas for all divisions were determined to be a match of 50% of participant contributions, up to 6% of their compensation. In prior years, depending on the division, the plan either matched 50% of the participant’s contributions up to 6% of their compensation or matched 50% of the first 2% of participant contributions and 6% of the remaining contribution up to a total of 6% of their compensation. The plan also provides for contributions in such amounts as the Board of Directors may annually determine for the profit sharing portion of the plan. Employees vest in the 401(k) match and profit sharing contribution over a 5-year period. The amount charged to selling, general, and administrative expense during the fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002, was $1.3 million, $1.3 million, and $1.1 million, respectively.

Retiree Health Plan

Effective August 1, 2004, the Company amended provisions of the Employee Welfare Benefit Plan to amend the Retiree Health Plan (the “Post Retirement Plan”). Retired employees are eligible to participate in the Post Retirement Plan if, upon the date of retirement, the employee has fifteen or more years of continuous service and is at least 60 years of age. Plan eligibility is subject to certain limitations, as defined in the Post Retirement Plan documents. The benefits available under the Post Retirement Plan are the same schedule of medical, dental and vision benefits as is currently available to all active employees and their spouses under the health plan provisions of the American Tire Distributors, Inc. Employee Welfare Benefit Plan, until the attainment of age 65, or when the retiree and/or the retiree’s spouse becomes eligible for Medicare coverage.

The following tables provide information on the Post Retirement Plan status as of January 1, 2005 in accordance with SFAS No. 106, “Employers’ Accounting for Post Retirement Benefits Other than Pensions” and SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Post Retirement Benefits—an amendment of FASB Statements No. 87, 88, and 106.”

	(in thousands)
Change in benefit obligations:
Benefit obligation at beginning of year	$	—
Service cost		124
Interest cost		42
Cumulative prior service obligations		1,688
Actuarial loss		44
Participant contributions		22
Benefits paid		(29	)
Benefit obligation at end of year	$	1,891
Change in funded status:
Unfunded status of the plan	$	1,891
Unrecognized net actuarial loss		(44	)
Unrecognized prior service costs		(1,618	)
Accrued benefit cost	$	229

F-18

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

	(in thousands)
Components of expense:
Service cost	$	124
Interest cost		42
Amortization of prior service costs		70
Post retirement benefit expense	$	236

The primary assumptions affecting the Company’s accounting for post retirement benefits under SFAS No. 106 as of January 1, 2005 are as follows:

Discount rate	5.75%
Health care trend:
Initial rate	11.0%
Ultimate rate	5.0% in 2015
Annual change	1.0% decrease until 9.0% in 2007; then 0.5% decrease thereafter

The following estimated future benefits are expected to be paid under the Post Retirement Plan (in thousands):

2005	$	35
2006		55
2007		65
2008		97
2009		122
Thereafter	$	1,517

Stock Option Plans

In 1997, the Company adopted a Stock Option Plan (the “1997 Plan”) in order to attract and retain its key employees. The 1997 Plan authorizes the issuance of up to 527,500 shares of voting common stock to be issued to officers and key employees under terms and conditions to be set by the Company’s Board of Directors, which includes a 1998 amendment that increased the amount of shares by 262,500. All options expire 10 years from the date of grant. Shares issued upon exercise of options are subject to the terms and conditions of a stockholders agreement to be entered into by each recipient. In connection with the Charlesbank purchase, which constituted a change in control under the 1997 Plan, all outstanding options became fully vested.

In the second quarter of 1999, the Company adopted the 1999 Stock Option Plan (the “1999 Plan”) in order to attract and retain employees (including officers), directors and independent contractors of the Company. The 1999 Plan, as amended, authorizes the issuance of up to 1,143,550 shares of voting common stock under terms and conditions to be set by the Company’s Board of Directors. The options are divided into three tiers that vest over varying periods of time or upon the occurrence of certain events. All options expire 10 years from the date of grant. Shares issued upon exercise of options are subject to the terms and conditions of a stockholders’ agreement to be entered into by each recipient. Under the 1999 Plan, 59,800 options are vested as of January 1, 2005.

In the second quarter of 2002, the Company adopted the 2002 Stock Option Plan (the “2002 Plan”) in order to attract and retain employees (including officers), directors and independent contractors of the Company. The

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

2002 Plan authorizes the issuance of up to 2,216,389 shares of voting common stock under terms and conditions to be set by the Company’s Board of Directors. In addition, 185,900 remaining options available for grant under the 1997 Plan and 712,350 remaining options available for grant under the 1999 Plan have been transferred to the 2002 Plan for a total of 3,114,639 options available for grant under the 2002 Plan. All options expire 10 years from the date of grant. Shares issued upon exercise of options are subject to the terms and conditions of a stockholders’ agreement to be entered into by each recipient. Under the 2002 Plan, 2,436,473 options are vested as of January 1, 2005. During fiscal 2004, 50,000 options were exercised under the 2002 Plan.

Stock option activity under the plans is as follows:

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 29, 2001 (720,906 exercisable)	1,251,500		$	7.73
Granted	2,462,426			1.40
Forfeited	(566,500	)		7.69
Outstanding at December 28, 2002 (940,739 exercisable)	3,147,426			2.79
Granted	198,308			3.00
Forfeited	(449,200	)		8.65
Outstanding at December 27, 2003 (1,410,428 exercisable)	2,896,534			1.89
Granted	318,226			4.25
Exercised	(50,000	)		4.25
Forfeited	(6,500	)		7.60
Outstanding at January 1, 2005 (2,665,773 exercisable)	3,158,260		$	2.08

The following is summary information about the Company’s stock options outstanding at January 1, 2005:

Exercise Price	Outstanding at January 1, 2005	Weighted Average Remaining Term (years)	Weighted Average Exercise Price		Exercisable at January 1, 2005	Weighted Average Exercise Price
$1.10	66,000	2.41	$	1.10	66,000	$	1.10
1.40	2,462,426	7.45		1.40	1,969,939		1.40
3.00	198,308	8.02		3.00	198,308		3.00
4.25	268,226	9.19		4.25	268,226		4.25
7.48	103,500	3.72		7.48	103,500		7.48
9.00	59,800	5.20		9.00	59,800		9.00
	3,158,260	7.36	$	2.08	2,665,773	$	2.20

Deferred Compensation Plan

The Company has a deferred compensation plan for its top executives and divisional employees covered by the executive bonus plan to encourage each participant to promote the long-term interests of the Company. Each participant is allowed to defer portions of their annual salary as well as bonuses received into the plan. In addition to employee deferrals, the Company makes contributions on behalf of its top executives and certain of

F-20

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

the divisional employees in varying amounts. The plan provides that an employee who becomes a participant on or before November 23, 1998, shall be fully vested in all amounts credited to such participant’s account. The plan provides that an employee who becomes a participant after November 23, 1998 shall be at all times fully vested in elective deferrals into such participant’s account and, as to contributions made by the Company, shall vest at a rate of twenty percent (20%) per year as long as such participant is an employee on January 1 of each year. The deferred compensation plan may be altered and amended by the Company’s Board of Directors. The contributions made by the Company on behalf of its employees were not material in fiscal 2004, 2003 or 2002.

7. Commitments and Contingencies:

Leases

The Company leases land, buildings, equipment and vehicles under various noncancellable operating leases, which expire between 2005 and 2022. Future minimum lease commitments, net of sublease income, for continuing operations at January 1, 2005 are as follows (in thousands):

2005	$	25,667
2006		22,975
2007		20,545
2008		17,915
2009		14,996
Thereafter		44,146
	$	146,244

Rent expense, net of sublease income, under these operating leases was $24.9 million in fiscal 2004, $24.2 million in fiscal 2003 and $24.5 million in fiscal 2002.

On March 27, 2002, the Company completed an agreement for the sale and leaseback of three of its owned facilities generating cash proceeds of $13.9 million. The Company reports this transaction as a capital lease using direct financing lease accounting. As such, the Company recorded a $14.1 million capital lease obligation during the first quarter of 2002. See Note 5 for more information on this capital lease. Obligations under the Company’s other capital leases are not material.

Purchase Commitments

In May 1997, the Company entered into a purchase agreement with a supplier (the “Tire Supply Agreement”—see Note 11), which expires May 2007. Under the terms of the agreement, the Company has agreed to purchase all requirements of its “Winston” brand tires from Goodyear.

Legal Proceedings

The Company is involved from time to time in various lawsuits, including class action lawsuits arising out of the ordinary conduct of its business. Although no assurances can be given, management does not expect that any of these matters will have a material adverse effect on the Company’s business or financial condition. The Company is also involved in various proceedings incidental to the ordinary course of its business. The Company believes, based on consultation with legal counsel, that none of these will have a material adverse effect on its financial condition or results of operations.

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

8. Discontinued Operations:

Effective May 15, 2001, the Company completed a transaction pursuant to a Stock Purchase Agreement to sell all the capital stock in Winston, its retail segment, to Performance Management, Inc. for a purchase price of approximately $11.3 million, a portion of which was deferred and not paid at closing. As of January 1, 2005, $2.8 million of the purchase price remains outstanding and a reserve is maintained for the full amount. The Company has initiated legal proceedings to collect the $2.8 million.

The Company remains liable as a guarantor on certain of Winston’s leases. As of January 1, 2005, the Company’s total obligations, as guarantor on these leases, are approximately $11.2 million extending over 14 years. However, the Company has secured assignments or sublease agreements for the vast majority of these commitments with contractually assigned or subleased rental of approximately $10.7 million. A provision has been made for the net present value of the estimated shortfall.

In fiscal years 2003 and 2002, the Company recorded a loss from discontinued operations, net of income tax benefit, of $0.1 million and $0.5 million, respectively, primarily related to adjustments of estimated liabilities of the aforementioned leases.

9. Gain on Repurchase of Series D Senior Notes:

On March 27, 2002, the Company repurchased $121.4 million in outstanding principal amount of the Senior Notes due in 2008 at a purchase price of $535 per $1,000 in face amount of Senior Notes, plus accrued and unpaid interest of $4.5 million. The Company funded the repurchase of the Senior Notes through several debt restructuring transactions (“Restructuring Transactions”). The Restructuring Transactions consisted of (i) an amendment to the Company’s Revolver to provide additional availability, (ii) a sale and leaseback of three of its tire distribution warehouses generating cash proceeds of $13.9 million and (iii) an equity investment of $28.9 million from the issuance of 9,637,592 shares of Series D preferred stock to its existing stockholders. Concurrently with the repurchase of the Senior Notes, the Company, the Subsidiary Guarantors and the Trustee executed the Fourth Supplemental Indenture to the Indenture. The amendments to the Indenture were effected primarily to permit the Restructuring Transactions and make other required modifications.

The Company recorded a pre-tax gain of $49.8 million on the repurchase of the Senior Notes and a related income tax provision of $19.7 million for the year ended December 28, 2002.

10. Warrants:

In May 1997, in connection with the issuance of Senior Subordinated Debt (“Subordinated Debt”), the Company issued detachable warrants, which permit the holder to acquire up to 1,034,000 shares of the Company’s common stock at $.01 per share. The warrants became exercisable immediately upon issuance and expire on May 7, 2007. The warrants may be exercised in whole or in part, but in no event later than the date of an initial public offering or a sale transaction. The Company recorded the warrants at fair value, which resulted in a discount on the Subordinated Debt in the same amount. The warrants are presented as a component of stockholders’ equity.

On March 27, 2002, the Company issued warrants to several vendors, which permit the holders to acquire up to 307,193 shares of the Company’s common stock at $.01 per share. The warrants expire on March 27, 2005. In addition, the Company issued warrants to the purchaser of the sale and leaseback transaction, which permit the purchaser to acquire 153,597 shares of the Company’s common stock. The warrants have a term of 10 years with a stated exercise price of $3.00 per warrant. The Company recorded these warrants at fair value and has presented them as a component of stockholders’ equity.

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AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

On March 26, 2004, the Company entered into a warrant surrender agreement that terminated the vendor warrants discussed above. Accordingly, the Company accounted for this transaction by reducing warrants and increasing additional paid-in capital by $0.4 million in first quarter 2004.

11. Redeemable Preferred Stock:

On May 2, 1997, the Company issued 11,500 shares of preferred stock with a par value of $.01 per share to a supplier (the “Supplier”). Of the 11,500 shares, 7,000 shares are designated Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) and 4,500 shares are designated Series B Cumulative Redeemable Preferred Stock (the “Series B preferred stock”).

The Series A and B preferred stock each contain a provision whereby upon the early termination of the Tire Supply Agreement (see Note 7), the Company shall redeem all shares of preferred stock outstanding at a price equal to the sum of the stated value and the applicable premium, as defined, plus all accrued and unpaid dividends. If at any time a change of control occurs, as defined, the Supplier may request redemption of all outstanding shares. However, so long as amounts are outstanding or commitments to lend have not been terminated under the Revolver, the Senior Notes and other agreements entered into in connection therewith, including any replacement agreement which results in a greater principal amount outstanding, or if any default or event of default has occurred and is continuing under any such debt agreements or would result from such payments, the Company may not make any dividend or redemption payments in respect to the Series A or B preferred stock.

Series A Preferred Stock

The stated value of Series A preferred stock is $1,000 per share. Holders of Series A preferred stock are entitled to receive, when and if declared by the Board of Directors, cumulative cash dividends at an annual rate of 4%, subject to adjustment based on the volume of purchases from the Supplier. Additional dividends will accrue, when and if declared by the Board of Directors, and are payable on the last business day of January. For fiscal years 2004, 2003, and 2002, the Company declared and paid a dividend based on a 4% rate. These amounts are included in interest expense in the accompanying consolidated statements of operations. The Series A preferred stock can be redeemed by the Company, beginning on the last business day of December 2002 and on the last business day of each June and December thereafter, through June 2007. During fiscal year ended January 1, 2005, the Company redeemed 1,000 shares of the Series A preferred stock for $1.0 million and during fiscal 2003, redeemed 500 shares for $0.5 million.

Series B Preferred Stock

The stated value of Series B preferred stock is initially $1,000 per share, to be adjusted based on tire purchase credits as determined by the number of units purchased under the Tire Supply Agreement (see Note 7). Dividends on Series B preferred stock are payable, when and if declared by the Board of Directors, at the prime rate if the Company does not meet certain tire purchase requirements. The remaining value of Series B preferred stock shall be redeemed by the Company on the last business day of June 2007 at a price equal to the adjusted stated value plus all accrued and unpaid dividends.

F-23

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The following represents the Company’s issued and outstanding redeemable preferred stock (dollars in thousands):

	January 1, 2005		December 27, 2003
Redeemable preferred stock Series A—4% cumulative; 7,000 shares authorized; 5,500 and 6,500 shares issued and outstanding, respectively	$	5,500	$	6,500
Redeemable preferred stock Series B—variable rate cumulative; 4,500 shares authorized, issued and outstanding		4,035		4,035
Total redeemable preferred stock	$	9,535	$	10,535

12. Preferred Stock:

In conjunction with the Restructuring Transactions (see Note 9), the Company amended and restated its articles of incorporation to increase the number of authorized shares of $.01 par value preferred stock from 1,344,834 to 10,982,426 shares. Of the 10,982,426 shares of preferred stock, 7,000 shares are initially designated Series A preferred stock, 4,500 shares are initially designated Series B preferred stock, 1,333,334 shares are initially designated Series C preferred stock and 9,637,592 shares are initially designated Series D preferred stock. Prior to this amendment, the Company had authorized and issued 7,000 shares of Series A preferred stock, 4,500 shares of Series B preferred stock and 1,333,334 shares of Series C preferred stock. On May 27, 2002, the Company issued 9,637,592 shares of Series D preferred stock.

On October 31, 2003, the Company amended and restated its articles of incorporation to eliminate the redemption clause of the Series C and Series D preferred stock. No dividends have been declared or paid to date on the Series C or Series D preferred stock.

Series C Preferred Stock

On April 2, 2001, the Company issued 1,333,334 shares of Series C preferred stock for $9.00 per share in exchange for $12.0 million in cash contributed by certain of its principal stockholders. Shares of Series C preferred stock accrue dividends at an annual rate of 12%. However, as long as any shares of Series A preferred stock or Series B preferred stock remain outstanding, no dividends may be paid. On March 27, 2002, the conversion price of the Series C preferred stock was reduced to $3.00 per common share.

Series D Preferred Stock

On March 27, 2002, the Company issued 9,637,592 shares of Series D preferred stock for $3.00 per share in exchange for $28.9 million in cash contributed by certain of its principal stockholders. The proceeds were used to repurchase certain of the Company’s Senior Notes. Shares of Series D preferred stock accrue dividends at an annual rate of 12%. However, as long as any shares of Series A preferred stock or Series B preferred stock remain outstanding, no dividends may be paid. In addition, shares of Series D preferred stock are convertible into common stock at a conversion price of $3.00 per common share.

F-24

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The following represents the Company’s issued and outstanding preferred stock (dollars in thousands):

	January 1, 2005		December 27, 2003
Preferred stock Series C—12% cumulative; 1,333,334 shares authorized, issued and outstanding	$	17,400	$	15,960
Preferred stock Series D—12% cumulative; 9,637,592 shares authorized, issued and outstanding		38,454		34,984
Total preferred stock	$	55,854	$	50,944

13. Common Stock:

On March 27, 2002, the Company amended and restated its articles of incorporation to authorize 50,000,000 shares of a single class (Class A) of $.01 par value common stock.

Restricted Stock

The Company has given designated employees, officers, directors and independent contractors of the Company the opportunity to acquire restricted shares of Class A common stock. The Company’s Board of Directors administers the restricted stock arrangements, selects eligible participants, determines the number of shares to be offered to each participant, and sets other applicable terms and conditions. As of January 1, 2005, a total of 130,000 restricted shares of Class A common stock were outstanding.

Shares of restricted stock were issued by the Company at the fair market value at the date of issuance. Upon exercise of options granted under the Company’s employee stock option plans, the securities issued are shares of restricted stock. All shares of restricted stock are subject to the terms and conditions of a securities purchase and stockholders’ agreement entered into by each recipient.

14. Related Party Transactions:

On May 25, 2000, the Company purchased all of the outstanding common stock of T.O. Haas Holding Co., Inc. and T.O. Haas Tire Company, Inc. (collectively “Haas”), a tire wholesaler and distributor, located in Lincoln, Nebraska, as well as all of the outstanding common stock of Haas Investment Company (“Haas Investment”). In connection with the acquisition, the Company sold certain parcels of real estate, including substantially all of the assets of Haas Investment, and leased them back in a transaction, which closed on August 8, 2000. Total monthly payments under these leases are approximately $75,000. The leases expire July 31, 2010. Total rent expense of approximately $0.9 million is included in the accompanying statements of operations for fiscal 2004, 2003 and 2002.

On October 12, 2001, Haas entered into an Asset Purchase Agreement with T.O. Haas, LLC (“Haas LLC”) for the sale of certain assets. The total purchase price was approximately $5.3 million, of which the Company received approximately $2.4 million in cash at closing. Haas LLC was formed by, among others, one of the executives of Haas. As of May 2002, this executive is no longer with the Company. A portion of the purchase price for the Company’s acquisition of Haas in second quarter 2000 was payable to this executive in the form of noncompete and stay put payments. In connection with the sale, such noncompete payments in the amount of $2.4 million were accelerated and such liability was satisfied as a reduction of the purchase price. Approximately $1.0 million of the purchase price is payable in the form of a promissory note (the “Note”) due in two equal annual installments, with first such payment paid January 2, 2002. The Note bears interest at 6%. As of January 3, 2003, the Note was paid in

F-25

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

full. Stay put payments due to the executive of $1.6 million were accelerated to coincide with the schedule of payments due under the Note. Liabilities assumed by the buyer totaled $0.8 million, reflecting the remainder of the purchase price.

In connection with the sale described above, the Company entered into a Supply and Retail Distribution Agreement with Haas LLC. Prior to the executive leaving the Company in May 2002, total sales for fiscal 2002 included five months of sales to Haas LLC of $3.7 million.

The Company expects to pay an advisory and monitoring fee not to exceed $200,000 annually to Charlesbank Capital Partners, LLC (“Charlesbank”). As of January 1, 2005, the Company has paid $100,000 of the annual monitoring fee to Charlesbank and a liability has been recorded for the remaining payment, which was subsequently paid.

15. Subsequent Event:

On March 31, 2005, American Tire Distributors Holdings, Inc. (“Holdings”), an investment vehicle formed by affiliates of Investcorp S.A., purchased the Company, pursuant to an Agreement and Plan of Merger, dated as of February 4, 2005 and amended and restated on March 7, 2005 (“Agreement”) for a price of $710.0 million less the amount of net debt outstanding at January 1, 2005 of $242.6 million, dividends payable on the Series C and D preferred stock of $14.9 million, the Company incurred transaction expenses of $9.4 million and certain payments to Company’s management of $13.8 million, (collectively “Transaction”). In connection with the Transaction, the Company issued $140.0 million senior floating rate notes due 2012 and $150.0 million 10 ³/4% senior notes due 2013, (collectively “Senior Notes”). The Senior Notes are unconditionally guaranteed on a joint and several basis by the Company’s non-issuing wholly owned subsidiaries on a senior basis and unconditionally guaranteed on a joint and several basis by Holdings on a subordinated basis. Holdings issued $51.5 million senior discount notes due 2013. Also in connection with the Transaction, the Company sent an irrevocable notice of redemption to redeem all of the outstanding Series D 10% senior notes and refinanced its existing revolving credit facility. The Company’s non-issuing wholly owned guarantor subsidiaries are the same as those subsidiaries presented in Note 16.

The acquisition and related transactions will be accounted for as a purchase in accordance with SFAS 141, “Business Combinations”. The purchase price will be allocated based on the fair value of the Company’s assets and liabilities, including identifiable intangible assets which will be amortized over the respective useful lives for those determined to have finite lives. The excess of purchase price over the fair value of the net assets acquired will be recorded as goodwill.

F-26

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

16. Subsidiary Guarantor Financial Information:

The Senior Notes are guaranteed on a full, unconditional and joint and several basis by all of the Company’s direct subsidiaries, each of which is wholly-owned. The condensed consolidating financial information is as follows (dollars in thousands, except per share amounts):

Condensed Consolidating Balance Sheets as of January 1, 2005 and December 27, 2003, are as follows:

	As of January 1, 2005
	Parent Company			Subsidiary Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	2,509		$	825	$	—		$	3,334
Accounts receivable, net		91,889			38,794		—			130,683
Inventories		142,889			77,889		—			220,778
Other current assets		26,638			1,213		—			27,851
Total current assets		263,925			118,721		—			382,646
Property and equipment, net		18,706			5,454		—			24,160
Goodwill and other intangible assets, net		50,977			84,460		—			135,437
Investment in subsidiaries		123,096			—		(123,096	)		—
Other assets		13,258			794		—			14,052
Total assets	$	469,962		$	209,429	$	(123,096	)	$	556,295
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	210,305		$	5,401	$	—		$	215,706
Accrued expenses		26,648			4,133		—			30,781
Current maturities of long-term debt		2,359			80		—			2,439
Intercompany payables (receivables)		(72,246	)		72,246		—			—
Total current liabilities		167,066			81,860		—			248,926
Revolving credit facility and other long-term debt		188,770			—		—			188,770
Series D Senior Notes		28,600			—		—			28,600
Capital lease obligations		14,085			25		—			14,110
Other liabilities		4,141			4,448		—			8,589
Redeemable preferred stock		9,535			—		—			9,535
Stockholders’ equity:
Intercompany investment		—			108,785		(108,785	)		—
Preferred stock		55,854			—		—			55,854
Common stock, par value $.01 per share; 50,000,000 shares authorized; 5,161,917 shares issued and outstanding		52			—		—			52
Additional paid-in capital		23,030			—		—			23,030
Warrants		1,352			—		—			1,352
Accumulated deficit		(22,523	)		14,311		(14,311	)		(22,523	)
Total stockholders’ equity		57,765			123,096		(123,096	)		57,765
Total liabilities and stockholders’ equity	$	469,962		$	209,429	$	(123,096	)	$	556,295

F-27

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

	As of December 27, 2003
	Parent Company			Subsidiary Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	3,295		$	31	$	—		$	3,326
Accounts receivable, net		71,058			25,062		—			96,120
Inventories		123,126			50,925		—			174,051
Other current assets		16,548			539		—			17,087
Total current assets		214,027			76,557		—			290,584
Property and equipment, net		14,421			3,241		—			17,662
Goodwill and other intangible assets, net		51,441			44,737		—			96,178
Investment in subsidiaries		49,967			—		(49,967	)		—
Other assets		14,142			437		—			14,579
Total assets	$	343,998		$	124,972	$	(49,967	)	$	419,003
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	170,716		$	—	$	—		$	170,716
Accrued expenses		16,408			1,544		—			17,952
Current maturities of long-term debt		2,915			4		—			2,919
Intercompany payables (receivables)		(72,159	)		72,159		—			—
Total current liabilities		117,880			73,707		—			191,587
Revolving credit facility and other long-term debt		137,044			—		—			137,044
Series D Senior Notes		28,600			—		—			28,600
Capital lease obligations		14,153			—		—			14,153
Other liabilities		3,292			1,298		—			4,590
Redeemable preferred stock		10,535			—		—			10,535
Stockholders’ equity:
Intercompany investment		—			49,454		(49,454	)		—
Preferred stock		50,944			—		—			50,944
Common stock, par value $.01 per share; 50,000,000 shares authorized; 5,086,917 shares issued and outstanding		51			—		—			51
Additional paid-in capital		22,388			—		—			22,388
Warrants		1,782			—		—			1,782
Note receivable from sale of stock		(17	)		—		—			(17	)
Accumulated deficit		(42,654	)		513		(513	)		(42,654	)
Total stockholders’ equity		32,494			49,967		(49,967	)		32,494
Total liabilities and stockholders’ equity	$	343,998		$	124,972	$	(49,967	)	$	419,003

F-28

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Condensed Consolidating Statements of Operations for the fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002 are as follows:

	For the Fiscal Year Ended January 1, 2005
	Parent Company			Subsidiary Guarantors			Eliminations			Consolidated
Net sales	$	877,573		$	404,496		$	—		$	1,282,069
Cost of goods sold		712,571			331,222			—			1,043,793
Gross profit		165,002			73,274			—			238,276
Selling, general and administrative expenses		132,379			50,856			—			183,235
Operating income		32,623			22,418			—			55,041
Other income (expense):
Interest expense		(13,361	)		(10	)		—			(13,371	)
Other, net		(729	)		336			—			(393	)
Equity earnings of subsidiaries		13,798			—			(13,798	)		—
Income from continuing operations before income taxes		32,331			22,744			(13,798	)		41,277
Provision for income taxes		7,290			8,946			—			16,236
Net income	$	25,041		$	13,798		$	(13,798	)	$	25,041

	For the Fiscal Year Ended December 27, 2003
	Parent Company			Subsidiary Guarantors		Eliminations			Consolidated
Net sales	$	789,608		$	324,802	$	—		$	1,114,410
Cost of goods sold		642,810			268,095		—			910,905
Gross profit		146,798			56,707		—			203,505
Selling, general and administrative expenses		118,897			43,454		—			162,351
Operating income		27,901			13,253		—			41,154
Other income (expense):
Interest expense		(14,071	)		—		—			(14,071	)
Other, net		(176	)		269		—			93
Equity earnings of subsidiaries		8,004			—		(8,004	)		—
Income from continuing operations before income taxes		21,658			13,522		(8,004	)		27,176
Provision for income taxes		5,571			5,518		—			11,089
Income from continuing operations		16,087			8,004		(8,004	)		16,087
Loss from discontinued operations		(82	)		—		—			(82	)
Net income	$	16,005		$	8,004	$	(8,004	)	$	16,005

F-29

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

	For the Fiscal Year Ended December 28, 2002
	Parent Company			Subsidiary Guarantors			Eliminations			Consolidated
Net sales	$	756,285		$	305,730		$	—		$	1,062,015
Cost of goods sold		614,852			253,898			—			868,750
Gross profit		141,433			51,832			—			193,265
Selling, general and administrative expenses		113,549			48,365			—			161,914
Operating income		27,884			3,467			—			31,351
Other income (expense):
Interest expense		(18,650	)		(55	)		—			(18,705	)
Gain on repurchase of Series D Senior Notes		49,759			—			—			49,759
Other, net		25			263			—			288
Equity earnings of subsidiaries		2,313			—			(2,313	)		—
Income from continuing operations before income taxes		61,331			3,675			(2,313	)		62,693
Provision for income taxes		23,421			1,362			—			24,783
Income from continuing operations		37,910			2,313			(2,313	)		37,910
Loss from discontinued operations		(483	)		—			—			(483	)
Net income	$	37,427		$	2,313		$	(2,313	)	$	37,427

F-30

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Condensed Consolidating Statements of Cash Flows for the fiscal years ended January 1, 2005, December 27, 2003 and December 28, 2002 are as follows:

	For the Fiscal Year Ended January 1, 2005
	Parent Company			Subsidiary Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	25,041		$	13,798		$	(13,798	)	$	25,041
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation and amortization of other intangibles and other assets		5,564			2,373			—			7,937
Provision for doubtful accounts		186			134			—			320
Provision for obsolete inventory		(110	)		19			—			(91	)
Deferred income taxes		1,847			—			—			1,847
Equity earnings of subsidiaries		(13,798	)		—			13,798			—
Change in assets and liabilities:
Accounts receivable, net		(21,017	)		4,971			—			(16,046	)
Inventories		(19,653	)		(1,178	)		—			(20,831	)
Other current assets		(6,785	)		(402	)		—			(7,187	)
Accounts payable and accrued expenses		49,829			(15,224	)		—			34,605
Other, net		196			(82	)		—			114
Net cash provided by continuing operations		21,300			4,409			—			25,709
Cash flows from investing activities:
Acquisitions, net of cash acquired		(59,331	)		124			—			(59,207	)
Purchase of property and equipment		(3,173	)		(1,206	)		—			(4,379	)
Proceeds from sale of property and equipment		54			230			—			284
Intercompany		(2,418	)		2,418			—			—
Net cash provided by (used in) investing activities		(64,868	)		1,566			—			(63,302	)
Cash flows from financing activities:
Net proceeds from (repayments of) revolving credit facility and other long-term debt		45,696			(5,181	)		—			40,515
Proceeds from issuance of common stock		213			—			—			213
Payments for deferred financing costs		(2,127	)		—			—			(2,127	)
Series A preferred stock redemption		(1,000	)		—			—			(1,000	)
Net cash provided by (used in) financing activities		42,782			(5,181	)		—			37,601
Net increase (decrease) in cash and cash equivalents		(786	)		794			—			8
Cash and cash equivalents, beginning of year		3,295			31			—			3,326
Cash and cash equivalents, end of year	$	2,509		$	825		$	—		$	3,334

F-31

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

	For the Fiscal Year Ended December 27, 2003
	Parent Company			Subsidiary Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	16,005		$	8,004		$	(8,004	)	$	16,005
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations		82			—			—			82
Depreciation and amortization of other intangibles and other assets		4,977			3,188			—			8,165
Provision for doubtful accounts		844			63			—			907
Provision for obsolete inventory		72			(84	)		—			(12	)
Deferred income taxes		6,915			—			—			6,915
Equity earnings of subsidiaries		(8,004	)		—			8,004			—
Change in assets and liabilities:
Accounts receivable, net		(4,388	)		2,035			—			(2,353	)
Inventories		(14,055	)		(3,262	)		—			(17,317	)
Other current assets		856			418			—			1,274
Accounts payable and accrued expenses		5,971			(654	)		—			5,317
Other		(1,745	)		419			—			(1,326	)
Net cash provided by continuing operations		7,530			10,127			—			17,657
Cash flows from investing activities:
Purchase of property and equipment		(1,731	)		(760	)		—			(2,491	)
Proceeds from sale of property and equipment		536			76			—			612
Intercompany		9,571			(9,571	)		—			—
Other		(50	)		—			—			(50	)
Net cash provided by (used in) investing activities		8,326			(10,255	)		—			(1,929	)
Cash flows from financing activities:
Net proceeds from (repayments of) revolving credit facility and other long-term debt		(14,599	)		4			—			(14,595	)
Series A preferred stock redemption		(500	)		—			—			(500	)
Net cash provided by (used in) financing activities		(15,099	)		4			—			(15,095	)
Net increase (decrease) in cash and cash equivalents		757			(124	)		—			633
Cash and cash equivalents, beginning of year		2,538			155			—			2,693
Cash and cash equivalents, end of year	$	3,295		$	31		$	—		$	3,326

F-32

AMERICAN TIRE DISTRIBUTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

	For the Fiscal Year Ended December 28, 2002
	Parent Company			Subsidiary Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	37,427		$	2,313		$	(2,313	)	$	37,427
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations		483			—			—			483
Gain on repurchase of Series D Senior Notes		(49,759	)		—			—			(49,759	)
Depreciation and amortization of other intangibles and other assets		5,166			4,665			—			9,831
Provision for doubtful accounts		819			1,217			—			2,036
Provision for obsolete inventory		5			(4,837	)		—			(4,832	)
Deferred income taxes		18,843			3,727			—			22,570
Equity in net income of subsidiaries		(2,313	)		—			2,313			—
Change in assets and liabilities:
Accounts receivable, net		(3,601	)		(1,186	)		—			(4,787	)
Inventories		(5,580	)		7,902			—			2,322
Other current assets		(2,009	)		855			—			(1,154	)
Accounts payable and accrued expenses		6,944			(1,209	)		—			5,735
Other		(4,372	)		(235	)		—			(4,607	)
Net cash provided by continuing operations		2,053			13,212			—			15,265
Cash flows from investing activities:
Net proceeds from sale-leaseback transaction		13,285			—			—			13,285
Purchase of property and equipment		(1,364	)		(695	)		—			(2,059	)
Proceeds from sale of property and equipment		1,555			632			—			2,187
Intercompany		12,658			(12,658	)		—			—
Net cash provided by (used in) investing activities		26,134			(12,721	)		—			13,413
Cash flows from financing activities:
Net proceeds from revolving credit facility and other long-term debt		8,772			(1,044	)		—			7,728
Proceeds received from issuance of preferred stock		28,913			—			—			28,913
Repurchase of Series D Senior Notes		(64,959	)		—			—			(64,959	)
Payments for deferred financing costs		(1,758	)		—			—			(1,758	)
Other		(40	)		—			—			(40	)
Net cash used in financing activities		(29,072	)		(1,044	)		—			(30,116	)
Net decrease in cash and cash equivalents		(885	)		(553	)		—			(1,438	)
Cash and cash equivalents, beginning of year		3,423			708			—			4,131
Cash and cash equivalents, end of year	$	2,538		$	155		$	—		$	2,693

F-33

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended January 1, 2005, December 27, 2003 and December 28, 2002

(in thousands)

			Additions
	Balance Beginning of Year		Charged to Costs and Expenses			Charged to Other Accounts		Deductions			Balance End of Year
2004
Allowance for doubtful accounts	$	1,112	$	320		915	(2)	$	(760	)(1)	$	1,587
Acquisition exit cost reserves(3)		278		16		3,566	(5)		(172	)		3,688
Valuation allowance on deferred tax assets		1,044		—		—			(1,044	)		—
Inventory reserves		952		711		223	(2)		(802	)		1,084
2003
Allowance for doubtful accounts	$	1,231	$	907		—		$	(1,026	)(1)	$	1,112
Acquisition exit cost reserves(3)		453		13		—			(188	)		278
Valuation allowance on deferred tax assets		1,044		—		—			—			1,044
Inventory reserves		964		1,540		—			(1,552	)		952
2002
Allowance for doubtful accounts	$	3,571	$	2,036		—		$	(4,376	)(1)	$	1,231
Acquisition exit cost reserves(3)		1,149		(199	)	—			(497	)		453
Valuation allowance on deferred tax assets		2,000		—		—			(956	)		1,044
Inventory reserves		5,796		1,108		—			(5,940	)(4)		964

(1) Accounts written off during the year, net of recoveries.

(2) Opening balances relating to the acquisition of Big State and Target Tire.

(3) Relates to the acquisition of Target Tire, ITCO, CPW and ATD. Amounts represent facilities closing cost of acquired distribution centers due to existing distribution centers being located in close proximity to the acquired distribution facilities.

(4) Amount includes inventory reserves relating to the exit of our parts product line in the Western division in 2002.

(5) Represents facilities closing cost of acquired Target Tire distribution centers due to existing distribution centers being located in close proximity to the acquired distribution facilities.

Schedules not included herein are omitted because they are not applicable or the required information appears in the financial statements or notes thereto.

F-34

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

To the Board of Directors and Stockholders of

American Tire Distributors, Inc. and Subsidiaries:

Our audits of the consolidated financial statements referred to in our report dated March 4, 2005, except for Note 15, which is as of March 31, 2005 appearing on page F-2 in this Registration Statement on Form S-4 of American Tire Distributors Holdings, Inc. also included an audit of the financial statement schedule included on page F-34 of this Form S-4. In our opinion, the financial statement schedule, presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

March 4, 2005

F-35

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.

PRELIMINARY PROSPECTUS

American Tire Distributors, Inc.

Exchange Offer for All Outstanding

Senior Floating Rate Notes due 2012

in exchange for new

Senior Floating Rate Notes due 2012

and

10 ³/4% Senior Notes due 2013

in exchange for new

10 ³/4% Senior Notes due 2013

American Tire Distributors Holdings, Inc.

Exchange Offer for All Outstanding

13% Senior Discount Notes due 2013

in exchange for new

13% Senior Discount Notes due 2013

                    , 2005

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

The registrant’s Certificate of Incorporation (the “Certificate”) provides that, except to the extent prohibited by the Delaware General Corporation Law (the “DGCL”), the registrant’s directors shall not be liable to the registrant or their respective stockholders for monetary damages for any breach of fiduciary duty as directors of the registrant. Under the DGCL, the directors have a fiduciary duty to the registrant, which is not eliminated by these provisions of the Certificate and, in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available. In addition, each director will continue to be subject to liability under the DGCL (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) arising under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. This provision does not affect the directors’ responsibilities under any other laws, such as the Federal securities laws or state or Federal environmental laws.

Section 145 of the DGCL empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers. The DGCL provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise. The registrant’s Bylaws provide that the registrant shall indemnify and hold harmless, to the fullest extent permitted by applicable law, as may be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the registrant or is or was serving at the request of the registrant as a director, officer, employee or agent of another registrant or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) incurred by such person.

At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under the Bylaws. The registrant is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

Item 21. Exhibits and Financial Statement Schedules

3. Exhibits:

2.1	Agreement and Plan of Merger, dated February 4, 2005, by and among American Tire Distributors Holdings, Inc., ATD Mergersub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as stockholder representative, and American Tire Distributors, Inc. ++
2.2	Amended and Restated Agreement and Plan of Merger, dated March 7, 2005, by and among American Tire Distributors Holdings, Inc., ATD Mergersub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as stockholder representative, and American Tire Distributors, Inc. ++
3.1	Certificate of Incorporation of American Tire Distributors Holdings, Inc. ++
3.2	Amended and Restated Certificate of American Tire Distributors Holdings, Inc. ++
3.3	By-laws of American Tire Distributors, Inc. as amended.*
3.4	Amended and Rested Bylaws of American Tire Distributors Holdings, Inc.++
3.5	Restated Certificate of Incorporation of Heafner Tire Group, Inc. (the “Company”).¨

II-1

3.6	Second Restated Certificate of Incorporation of Heafner Tire Group, Inc.±
3.7	Certificate of Amendment to the Second Restated Certificate of Incorporation of Heafner Tire Group, Inc., as filed with the Secretary of State of the State of Delaware on May 30, 2002.≠
3.8	Third Restated Certificate of Incorporation of American Tire Distributors, Inc.^
3.9	Fourth Restated Certificate of Incorporation of American Tire Distributors, Inc.‡
3.10	Certificate of Correction Filed to Correct a Certain Error in the Certificate of American Tire Distributors, Inc.**
3.11	Fifth Restated Certificate of Incorporation of American Tire Distributors, Inc. ++
3.12	Amended and Restated By-laws of the Company. ++
3.13	Articles of Incorporation of The Speed Merchant, Inc.*
3.14	By-laws of The Speed Merchant, Inc.*
3.15	Articles of Incorporation of Phoenix Racing, Inc.*
3.16	By-laws of Phoenix Racing, Inc.*
3.17	Articles of Incorporation of California Tire Company.††
3.18	By-laws of California Tire Company.††
3.19	Articles of Incorporation of T.O. Haas Holding Co., Inc.¨
3.20	Amended By-laws of T.O. Haas Holding Co., Inc.¨
3.21	Articles of Incorporation of T.O. Haas Tire Co., Inc.¨
3.22	By-laws of T.O. Haas Tire Co., Inc.¨
3.23	Articles of Incorporation of Texas Market Tire, Inc. ++
3.24	By-laws of Texas Market Tire, Inc. ++
3.25	Articles of Incorporation of Texas Market Tire Holdings I, Inc. ++
3.26	By-laws of Texas Market Tire Holdings I, Inc. ++
3.27	Articles of Incorporation of Target Tire, Inc. ++
3.28	By-laws of Target Tire, Inc. ++
4.1	Indenture, dated March 31, 2005 among American Tire Distributors Holdings, Inc. and Wachovia Bank, National Association, as Trustee (the “Holdings Indenture”). ++
4.2	Indenture, dated March 31, 2005, among ATD Mergersub, Inc., American Tire Distributors Holdings, Inc. and Wachovia Bank, National Association, as Trustee (the “Floating Rate Note Indenture”). ++
4.3	Indenture, dated March 31, 2005, among ATD Mergersub, Inc., American Tire Distributors Holdings, Inc. and Wachovia Bank, National Association, as Trustee (the “Fixed Rate Note Indenture”). ++
4.4	Supplemental Indenture, dated March 31, 2005, among American tire Distributors, Inc., American Tire Distributors Holdings, Inc. The Speed Merchant, Inc., T.O. Haas Tire Co., Inc., T.O. Haas Holding Co., Inc., Texas Market Tire, Inc., Texas Market Tire Holdings I, Inc., and Wachovia Bank, National Association, as Trustee (the “Floating Rate Supplemental Indenture”).++
4.5	Supplemental Indenture, dated March 31, 2005, among American tire Distributors, Inc., American Tire Distributors Holdings, Inc. The Speed Merchant, Inc., T.O. Haas Tire Co., Inc., T.O. Haas Holding Co., Inc., Texas Market Tire, Inc., Texas Market Tire Holdings I, Inc., and Wachovia Bank, National Association, as Trustee (the “Fixed Rate Supplemental Indenture”). ++

II-2

4.6	Form of Holdings Senior Discount Note (attached as Exhibit A to the Holdings Indenture).++
4.7	Form of the Company Floating Rate Note (attached as exhibit A to the Floating Rate Note Indenture).++
4.8	Form of the Company Fixed Rate Note (attached as Exhibit A to the Fixed Rate Note Indenture).++
5.1	Gibson, Dunn and Crutcher, LLP letter as to the legality of the securities being registered, dated May 13, 2005.++
10.1	Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2000, among the Company, Winston Tire Company, The Speed Merchant, Inc. and California Tire Company as Borrowers, and Fleet Capital Corporation, as Administrative Agent (the “Administrative Agent”), Bank of America, N.A., as Syndication Agent (the “Syndication Agent”), FleetBoston Robertson Stephens Inc., as Arranger (the “Arranger”) and the financial institutions party from time to time party thereto, as Lenders+/-
10.2	Amendment No. 1 to Second Amended and Restated Loan and Security Agreement-
10.3	Amendment No. 2 to Second Amended and Restated Loan and Security Agreement-
10.4	Amendment No. 3 to Second Amended and Restated Loan and Security Agreement-
10.5	Amendment No. 4 and Waiver to Second Amended and Restated Loan and Security Agreement¨
10.6	Amendment No. 5 to Second Amended and Restated Loan and Security Agreement-
10.7	Amendment No. 6 to Second Amended and Restated Loan and Security Agreement=
10.8	Amendment No. 7 to Second Amended and Restated Loan and Security Agreement-
10.9	Amendment No. 8 and Waiver to Second Amended and Restated Loan and Security Agreement**
10.10	Amendment No. 9 to Second Amended and Restated Loan and Security Agreement**
10.11	Amendment No. 10 to Second Amended and Restated Loan and Security Agreementn
10.12	Third Amended and Restated Loan and Security Agreement, dated as of March 19, 2004, among the Company, The Speed Merchant, Inc., T.O. Haas Holding Co., Inc. and T.O. Haas Tire Company, Inc. as Borrowers, and Fleet Capital Corporation as Administrative Agent, Wachovia Bank, National Association as Syndication Agent, The CIT Group/Business Credit, Inc. as Documentation Agent, Fleet Securities, Inc. as Arranger and the financial institutions party hereto from time to time, as Lenders¨¨
10.13	First Amendment to Third Amended and Restated Loan and Security Agreement==
10.14	Second Amendment to Third Amended and Restated Loan and Security Agreement^^
10.15	Letter, dated March 6, 2000, from the Company to the Administrative Agent+/-
10.16	Fourth Amended and Restated Loan and Security Agreement, dated as of March 31, 2005, among the Company, The Speed Merchant, Inc., T.O. Haas Tire Co., Inc., T.O. Haas Holding Co., Inc., Texas Market Tire, Inc., Texas Market Tire Holdings I, Inc., as Borrowers and Banc of America Securities LLC, as Book Running Manager, Wachovia Securities, GECC Capital Markets Group, Inc. and Banc of America Securities LLC, each as Co-Lead Arranger (collectively the “Co-Lead Arrangers”), Wachovia Bank, National Association and General Electric Capital Corporation as Co-Syndication Agents (collectively, the “Co-Syndication Agents”) and Bank of America, N.A. as administrative agent and collateral agent for the Lenders (the “Administrative Agent”).++

II-3

10.17	Registration Rights Agreement, made as of March 31, 2005, by American Tire Distributors Holdings, Inc for the benefit of the Holders hereto.++
10.18	Termination Agreement dated March 31, 2005, among The 1818 Mezzanine Fund II, L.P., Charlesbank Equity Fund IV, Limited Partnership and American Tire Distributors, Inc.++
10.19	Purchase Agreement, dated March 25, 2005, between American Tire Distributors Holdings, Inc. and The 1818 Mezzanine Fund II, L.P.++
10.20	Stockholders Agreement, dated as of March 31, 2005, by and between American Tire Distributors Holdings, Inc., and each person listed on the signature pages hereto.++
10.21	Stock Purchase Agreement dated March 30, 2005, between the parties listed on Schedule A hereto and American Tire Distributors Holdings, Inc.++
10.22	Stock Purchase Agreement dated March 30, 2005, between the parties listed on Schedule A hereto and American Tire Distributors Holdings, Inc.++
10.23	Securities Purchase Agreement, dated as of May 7, 1997, between The J. H. Heafner Company, Inc. and The Kelly-Springfield Tire and Rubber Company*
10.24	Amendment to Securities Purchase Agreement, dated as of May 21, 1999, between and among the Company and The Kelly-Springfield Tire Company, a division of The Goodyear Tire and Rubber Company#
10.25	Commitment Letter, dated March 16, 2005, by and among American Tire Distributors Holdings, Inc. and The Goodyear Tire and Rubber Co.++
10.26	The J.H. Heafner Company Amended and Restated 1997 Stock Option Plan#
10.27	Heafner Tire Group 1999 Stock Option Plan+/-
10.28	American Tire Distributors, Inc. 2002 Stock Option Plann
10.29	Stock Option Agreements, dated as of June 12, 2002, between the Company and each of Richard P. Johnson, William E. Berry, J. Michael Gaither, Daniel K. Brown and Phillip E. Marrettn
10.30	The J.H. Heafner Company 1997 Restricted Stock Plan*
10.31	Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, among the Company and various management stockholders*
10.32	Securities Purchase and Stockholders’ Agreement, dated as of May 24, 1999, between the Company and each of Donald C. Roof, J. Michael Gaither, Daniel K. Brown and Richard P. Johnson#
10.33	Executive Severance Agreement, dated as of May 24,1999, between the Company and Donald C. Roof#
10.34	Amended and Restated Executive Severance Agreement, dated as of December 5, 2001, between the Company and J. Michael Gaither-
10.35	Amended and Restated Executive Severance Agreement, dated as of December 5, 2001, between the Company and Richard P. Johnson-
10.36	Amended and Restated Executive Severance Agreement, dated as of December 5, 2001, between the Company and Daniel K. Brown-
10.37	Executive Severance Agreement, dated December 5, 2001, between the Company and William E. Berry-
10.38	Executive Severance Agreement dated July 24, 2000, between the Company and Phillip E. Marrett-
10.39	Stock Purchase Agreement dated April 14, 2000, between Heafner Tire Group Inc., T.O. Haas Holding Co., Randall M. Haas and Ricky L. Haas+/-+/-
10.40	Stock Purchase Agreement, dated May 4, 2001, by and among Performance Management, Inc., Heafner Tire Group, Inc., as sole shareholder of Winston Tire Company, Winston Tire Company and Charles Bryant Kountz##

II-4

10.41	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Richard P. Johnson.++
10.42	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and William Berry.++
10.43	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and J. Michael Gaither.++
10.44	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Phillip E. Marrett.++
10.45	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Daniel K. Brown.++
10.46	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Scott A. Deininger.++
10.47	Rollover Stock Option Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Richard P. Johnson.++
10.48	Rollover Stock Option Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and William Berry.++
10.49	Rollover Stock Option Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and J. Michael Gaither.++
10.50	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Scott A Deininger.++
10.51	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Keith Calcagno.++
10.52	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Daniel K. Brown.++
10.53	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Phillip E. Marrett.++
10.54	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Thomas Gibson.++
10.55	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Thomas L. Dawson.++
10.56	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Lawrence B Stoddard.++
10.58	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Leon J. Sawyer.++
10.59	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and George J. Bender.++
10.60	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and James Gill.++
10.61	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and James D Matthews.++
10.62	Purchase Agreement, dated March 23, 2005 between American Tire Distributors Holdings, Inc. and Banc of America Securities, LLC, Credit Suisse First Boston, LLC and Wachovia Capital Markets, LLC.++
10.63	Registration Rights Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Banc of America Securities, LLC, Credit Suisse First Boston, LLC and Wachovia Capital Markets, LLC.++

II-5

10.64	Purchase Agreement, dated March 23, 2005, between American Tire Distributors, Inc. and Banc of American Securities, LLC, Credit Suisse First Boston, LLC, and Wachovia Capital Markets, LLC.++
10.65	Warrant Agreement, dated as of March 31, 2005, between American Tire Distributors Holdings, Inc. and the purchaser named herein.++
12.1	Statement re: Computation of Ratios++
21.1	Chart of Subsidiaries of the Company++
23.1	Consent of Pricewaterhouse Coopers, LLP, an independent registered public accounting firm.++
23.2	Consent of Gibson Dunn & Crutcher LLP (filed as part of Exhibit 5.1)
24.1	Power of Attorney (included on signature page).
25.1	Statement of eligibility of Trustee.++
99.1	Exchange Agreement, dated May 11, 2005, between American Tire Distributors Holdings, Inc., and Wachovia Bank, National Association, as Exchange Agent.++
99.2	Exchange Agreement, dated May 11, 2005, between American Tire Distributors, Inc. and Wachovia Bank, National Association, as Exchange Agent.++
99.3	Form of Letter of Transmittal.++
99.4	Form of Notice of Guaranteed Delivery.++
99.5	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.++
99.6	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.++

* Incorporated by reference to the Company’s Registration Statement on Form S-4 filed on August 18, 1998.

+ Incorporated by reference to the Company’s Form 8-K filed on December 15, 1998.

†† Incorporated by reference to the Company’s Registration Statement on Form S-4 filed on March 31, 1999.

# Incorporated by reference to the Company’s Registration Statement Form S-4 filed on June 9, 1999.

+/- Incorporated by reference to the Company’s 10-K, filed on March 30, 2000.

+/-+/- Incorporated by reference to the Company’s 8-K, filed on November 14, 2000.

^¨ Incorporated by reference to the Company’s 10-K, filed on April 9, 2001.

## Incorporated by reference to the Company’s 10-Q, filed on May 15, 2001.

= Incorporated by reference to the Company’s 10-Q, filed on November 13, 2001.

- Incorporated by reference to the Company’s 10-K, filed on March 26, 2002.

± Incorporated by reference to the Company’s 8-K, filed on April 11, 2002.

±± Incorporated by reference to the Company’s 10-Q, filed on May 14, 2002.

≠ Incorporated by reference to the Company’s 8-K, filed on June 18, 2002.

^ Incorporated by reference to the Company’s 10-Q, filed on August 12, 2002.

** Incorporated by reference to the Company’s 10-Q, filed on November 12, 2002.

n Incorporated by reference to the Company’s 10-K, filed on March 28, 2003.

‡ Incorporated by reference to the Company’s 10-Q, filed on November 12, 2003.

¨¨ Incorporated by reference to the Company’s 10-K, filed on March 26, 2004.

== Incorporated by reference to the Company’s 10-Q, filed on May 17, 2004.

^^ Incorporated by reference to the Company’s 10-Q, filed on November 15, 2004.

++ Filed herewith.

II-6

Item 22. Undertakings

The undersigned Registrant hereby undertakes:

That for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Huntersville, North Carolina, on this 13th day of May, 2005.

AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/    RICHARD P. JOHNSON
	Richard Johnson Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard P. Johnson and J. Michael Gaither, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    RICHARD P. JOHNSON         Richard P. Johnson	Chairman and Chief Executive Officer (Director)	May 13, 2005
/S/    SCOTT A. DEININGER         Scott A. Deininger	Senior Vice President, of Finance and Administration (Principal Financial and Accounting Officer)	May 13, 2005
/S/    CHRISTOPHER STADLER         Christopher Stadler	Director	May 13, 2005
/S/    STEVEN PUCCINELLI         Steven Puccinelli	Director	May 13, 2005
/s/    Donald Hardie         Donald Hardie	Director	May 13, 2005
/s/    ALAIN REDHEUIL Alain Redheuil	Director	May 13, 2005
/S/    RANDY PEELER         Randy Peeler	Director	May 13, 2005
/S/    JOEL BECKMAN         Joel Beckman	Director	May 13, 2005
Joseph P. Donlan	Director	May 13, 2005
/s/  JAMES O. EGAN James O. Egan	Director	May 13, 2005

II-8

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated February 4, 2005, by and among American Tire Distributors Holdings, Inc., ATD Mergersub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as stockholder representative, and American Tire Distributors, Inc. ++
2.2	Amended and Restated Agreement and Plan of Merger, dated March 7, 2005, by and among American Tire Distributors Holdings, Inc., ATD Mergersub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as stockholder representative, and American Tire Distributors, Inc. ++
3.1	Certificate of Incorporation of American Tire Distributors Holdings, Inc. ++
3.2	Amended and Restated Certificate of American Tire Distributors Holdings, Inc. ++
3.3	By-laws of American Tire Distributors, Inc. as amended.*
3.4	Amended and Rested Bylaws of American Tire Distributors Holdings, Inc.++
3.5	Restated Certificate of Incorporation of Heafner Tire Group, Inc. (the “Company”).¨
3.6	Second Restated Certificate of Incorporation of Heafner Tire Group, Inc.±
3.7	Certificate of Amendment to the Second Restated Certificate of Incorporation of Heafner Tire Group, Inc., as filed with the Secretary of State of the State of Delaware on May 30, 2002.≠
3.8	Third Restated Certificate of Incorporation of American Tire Distributors, Inc.^
3.9	Fourth Restated Certificate of Incorporation of American Tire Distributors, Inc.‡
3.10	Certificate of Correction Filed to Correct a Certain Error in the Certificate of American Tire Distributors, Inc.**
3.11	Fifth Restated Certificate of Incorporation of American Tire Distributors, Inc. ++
3.12	Amended and Restated By-laws of the Company. ++
3.13	Articles of Incorporation of The Speed Merchant, Inc.*
3.14	By-laws of The Speed Merchant, Inc.*
3.15	Articles of Incorporation of Phoenix Racing, Inc.*
3.16	By-laws of Phoenix Racing, Inc.*
3.17	Articles of Incorporation of California Tire Company.††
3.18	By-laws of California Tire Company.††
3.19	Articles of Incorporation of T.O. Haas Holding Co., Inc.¨
3.20	Amended By-laws of T.O. Haas Holding Co., Inc.¨
3.21	Articles of Incorporation of T.O. Haas Tire Co., Inc.¨
3.22	By-laws of T.O. Haas Tire Co., Inc.¨
3.23	Articles of Incorporation of Texas Market Tire, Inc. ++
3.24	By-laws of Texas Market Tire, Inc. ++
3.25	Articles of Incorporation of Texas Market Tire Holdings I, Inc. ++
3.26	By-laws of Texas Market Tire Holdings I, Inc. ++
3.27	Articles of Incorporation of Target Tire, Inc. ++
3.28	By-laws of Target Tire, Inc. ++
4.1	Indenture, dated March 31, 2005 among American Tire Distributors Holdings, Inc. and Wachovia Bank, National Association, as Trustee (the “Holdings Indenture”). ++

Exhibit No.	Description
4.2	Indenture, dated March 31, 2005, among ATD Mergersub, Inc., American Tire Distributors Holdings, Inc. and Wachovia Bank, National Association, as Trustee (the “Floating Rate Note Indenture”). ++
4.3	Indenture, dated March 31, 2005, among ATD Mergersub, Inc., American Tire Distributors Holdings, Inc. and Wachovia Bank, National Association, as Trustee (the “Fixed Rate Note Indenture”). ++
4.4	Supplemental Indenture, dated March 31, 2005, among American tire Distributors, Inc., American Tire Distributors Holdings, Inc. The Speed Merchant, Inc., T.O. Haas Tire Co., Inc., T.O. Haas Holding Co., Inc., Texas Market Tire, Inc., Texas Market Tire Holdings I, Inc., and Wachovia Bank, National Association, as Trustee (the “Floating Rate Supplemental Indenture”).++
4.5	Supplemental Indenture, dated March 31, 2005, among American tire Distributors, Inc., American Tire Distributors Holdings, Inc. The Speed Merchant, Inc., T.O. Haas Tire Co., Inc., T.O. Haas Holding Co., Inc., Texas Market Tire, Inc., Texas Market Tire Holdings I, Inc., and Wachovia Bank, National Association, as Trustee (the “Fixed Rate Supplemental Indenture”). ++
4.6	Form of Holdings Senior Discount Note (attached as Exhibit A to the Holdings Indenture).++
4.7	Form of the Company Floating Rate Note (attached as exhibit A to the Floating Rate Note Indenture).++
4.8	Form of the Company Fixed Rate Note (attached as Exhibit A to the Fixed Rate Note Indenture).++
5.1	Gibson, Dunn and Crutcher, LLP letter as to the legality of the securities being registered, dated May 13, 2005.++
10.1	Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2000, among the Company, Winston Tire Company, The Speed Merchant, Inc. and California Tire Company as Borrowers, and Fleet Capital Corporation, as Administrative Agent (the “Administrative Agent”), Bank of America, N.A., as Syndication Agent (the “Syndication Agent”), FleetBoston Robertson Stephens Inc., as Arranger (the “Arranger”) and the financial institutions party from time to time party thereto, as Lenders+/-
10.2	Amendment No. 1 to Second Amended and Restated Loan and Security Agreement-
10.3	Amendment No. 2 to Second Amended and Restated Loan and Security Agreement-
10.4	Amendment No. 3 to Second Amended and Restated Loan and Security Agreement-
10.5	Amendment No. 4 and Waiver to Second Amended and Restated Loan and Security Agreement¨
10.6	Amendment No. 5 to Second Amended and Restated Loan and Security Agreement-
10.7	Amendment No. 6 to Second Amended and Restated Loan and Security Agreement=
10.8	Amendment No. 7 to Second Amended and Restated Loan and Security Agreement-
10.9	Amendment No. 8 and Waiver to Second Amended and Restated Loan and Security Agreement**
10.10	Amendment No. 9 to Second Amended and Restated Loan and Security Agreement**
10.11	Amendment No. 10 to Second Amended and Restated Loan and Security Agreementn
10.12	Third Amended and Restated Loan and Security Agreement, dated as of March 19, 2004, among the Company, The Speed Merchant, Inc., T.O. Haas Holding Co., Inc. and T.O. Haas Tire Company, Inc. as Borrowers, and Fleet Capital Corporation as Administrative Agent, Wachovia Bank, National Association as Syndication Agent, The CIT Group/Business Credit, Inc. as Documentation Agent, Fleet Securities, Inc. as Arranger and the financial institutions party hereto from time to time, as Lenders¨¨

2

Exhibit No.	Description
10.13	First Amendment to Third Amended and Restated Loan and Security Agreement==
10.14	Second Amendment to Third Amended and Restated Loan and Security Agreement^^
10.15	Letter, dated March 6, 2000, from the Company to the Administrative Agent+/-
10.16	Fourth Amended and Restated Loan and Security Agreement, dated as of March 31, 2005, among the Company, The Speed Merchant, Inc., T.O. Haas Tire Co., Inc., T.O. Haas Holding Co., Inc., Texas Market Tire, Inc., Texas Market Tire Holdings I, Inc., as Borrowers and Banc of America Securities LLC, as Book Running Manager, Wachovia Securities, GECC Capital Markets Group, Inc. and Banc of America Securities LLC, each as Co-Lead Arranger (collectively the “Co-Lead Arrangers”), Wachovia Bank, National Association and General Electric Capital Corporation as Co-Syndication Agents (collectively, the “Co-Syndication Agents”) and Bank of America, N.A. as administrative agent and collateral agent for the Lenders (the “Administrative Agent”).++
10.17	Registration Rights Agreement, made as of March 31, 2005, by American Tire Distributors Holdings, Inc for the benefit of the Holders hereto.++
10.18	Termination Agreement dated March 31, 2005, among The 1818 Mezzanine Fund II, L.P., Charlesbank Equity Fund IV, Limited Partnership and American Tire Distributors, Inc.++
10.19	Purchase Agreement, dated March 25, 2005, between American Tire Distributors Holdings, Inc. and The 1818 Mezzanine Fund II, L.P.++
10.20	Stockholders Agreement, dated as of March 31, 2005, by and between American Tire Distributors Holdings, Inc., and each person listed on the signature pages hereto.++
10.21	Stock Purchase Agreement dated March 30, 2005, between the parties listed on Schedule A hereto and American Tire Distributors Holdings, Inc.++
10.22	Stock Purchase Agreement dated March 30, 2005, between the parties listed on Schedule A hereto and American Tire Distributors Holdings, Inc.++
10.23	Securities Purchase Agreement, dated as of May 7, 1997, between The J. H. Heafner Company, Inc. and The Kelly-Springfield Tire and Rubber Company*
10.24	Amendment to Securities Purchase Agreement, dated as of May 21, 1999, between and among the Company and The Kelly-Springfield Tire Company, a division of The Goodyear Tire and Rubber Company#
10.25	Commitment Letter, dated March 25, 2005, by and among American Tire Distributors Holdings, Inc. and The Goodyear Tire and Rubber Co.++
10.26	The J.H. Heafner Company Amended and Restated 1997 Stock Option Plan#
10.27	Heafner Tire Group 1999 Stock Option Plan+/-
10.28	American Tire Distributors, Inc. 2002 Stock Option Plann
10.29	Stock Option Agreements, dated as of June 12, 2002, between the Company and each of Richard P. Johnson, William E. Berry, J. Michael Gaither, Daniel K. Brown and Phillip E. Marrettn
10.30	The J.H. Heafner Company 1997 Restricted Stock Plan*
10.31	Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, among the Company and various management stockholders*
10.32	Securities Purchase and Stockholders’ Agreement, dated as of May 24, 1999, between the Company and each of Donald C. Roof, J. Michael Gaither, Daniel K. Brown and Richard P. Johnson#
10.33	Executive Severance Agreement, dated as of May 24,1999, between the Company and Donald C. Roof#

3

Exhibit No.	Description
10.34	Amended and Restated Executive Severance Agreement, dated as of December 5, 2001, between the Company and J. Michael Gaither-
10.35	Amended and Restated Executive Severance Agreement, dated as of December 5, 2001, between the Company and Richard P. Johnson-
10.36	Amended and Restated Executive Severance Agreement, dated as of December 5, 2001, between the Company and Daniel K. Brown-
10.37	Executive Severance Agreement, dated December 5, 2001, between the Company and William E. Berry-
10.38	Executive Severance Agreement dated July 24, 2000, between the Company and Phillip E. Marrett-
10.39	Stock Purchase Agreement dated April 14, 2000, between Heafner Tire Group Inc., T.O. Haas Holding Co., Randall M. Haas and Ricky L. Haas+/-+/-
10.40	Stock Purchase Agreement, dated May 4, 2001, by and among Performance Management, Inc., Heafner Tire Group, Inc., as sole shareholder of Winston Tire Company, Winston Tire Company and Charles Bryant Kountz##
10.41	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Richard P. Johnson.++
10.42	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and William Berry.++
10.43	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and J. Michael Gaither.++
10.44	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Phillip E. Marrett.++
10.45	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Daniel K. Brown.++
10.46	Executive Employment Agreement, dated March 31, 2005, between American Tire Distributors, Inc. and Scott A. Deininger.++
10.47	Rollover Stock Option Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Richard P. Johnson.++
10.48	Rollover Stock Option Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and William Berry.++
10.49	Rollover Stock Option Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and J. Michael Gaither.++
10.50	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Scott A Deininger.++
10.51	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Keith Calcagno.++
10.52	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Daniel K. Brown.++
10.53	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Phillip E. Marrett.++
10.54	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Thomas Gibson.++

4

Exhibit No.	Description
10.55	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Thomas L. Dawson.++
10.56	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Lawrence B Stoddard.++
10.58	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Leon J. Sawyer.++
10.59	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and George J. Bender.++
10.60	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and James Gill.++
10.61	Stock Purchase Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and James D Matthews.++
10.62	Purchase Agreement, dated March 23, 2005 between American Tire Distributors Holdings, Inc. and Banc of America Securities, LLC, Credit Suisse First Boston, LLC and Wachovia Capital Markets, LLC.++
10.63	Registration Rights Agreement, dated March 31, 2005, between American Tire Distributors Holdings, Inc. and Banc of America Securities, LLC, Credit Suisse First Boston, LLC and Wachovia Capital Markets, LLC.++
10.64	Purchase Agreement, dated March 23, 2005, between American Tire Distributors, Inc. and Banc of American Securities, LLC, Credit Suisse First Boston, LLC, and Wachovia Capital Markets, LLC.++
10.65	Warrant Agreement, dated as of March 31, 2005, between American Tire Distributors Holdings, Inc. and the purchaser named herein.++
12.1	Statement re: Computation of Ratios++
21.1	Chart of Subsidiaries of the Company++
23.1	Consent of Pricewaterhouse Coopers, as independent accountants.++
23.2	Consent of Gibson Dunn & Crutcher LLP (filed as part of Exhibit 5.1)
24.1	Power of Attorney (included on signature page).
25.1	Statement of eligibility of Trustee.++
99.1	Exchange Agreement, dated May 11, 2005, between American Tire Distributors Holdings, Inc., and Wachovia Bank, National Association, as Exchange Agent.++
99.2	Exchange Agreement, dated May 11, 2005, between American Tire Distributors, Inc. and Wachovia Bank, National Association, as Exchange Agent.++
99.3	Form of Letter of Transmittal.++
99.4	Form of Notice of Guaranteed Delivery.++
99.5	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.++
99.6	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.++

Footnotes on the following page

5

* Incorporated by reference to the Company’s Registration Statement on Form S-4 filed on August 18, 1998.

+ Incorporated by reference to the Company’s Form 8-K filed on December 15, 1998.

†† Incorporated by reference to the Company’s Registration Statement on Form S-4 filed on March 31, 1999.

# Incorporated by reference to the Company’s Registration Statement Form S-4 filed on June 9, 1999.

+/- Incorporated by reference to the Company’s 10-K, filed on March 30, 2000.

+/-+/- Incorporated by reference to the Company’s 8-K, filed on November 14, 2000.

^¨ Incorporated by reference to the Company’s 10-K, filed on April 9, 2001.

## Incorporated by reference to the Company’s 10-Q, filed on May 15, 2001.

= Incorporated by reference to the Company’s 10-Q, filed on November 13, 2001.

- Incorporated by reference to the Company’s 10-K, filed on March 26, 2002.

± Incorporated by reference to the Company’s 8-K, filed on April 11, 2002.

±± Incorporated by reference to the Company’s 10-Q, filed on May 14, 2002.

≠ Incorporated by reference to the Company’s 8-K, filed on June 18, 2002.

^ Incorporated by reference to the Company’s 10-Q, filed on August 12, 2002.

** Incorporated by reference to the Company’s 10-Q, filed on November 12, 2002.

n Incorporated by reference to the Company’s 10-K, filed on March 28, 2003.

‡ Incorporated by reference to the Company’s 10-Q, filed on November 12, 2003.

¨¨ Incorporated by reference to the Company’s 10-K, filed on March 26, 2004.

== Incorporated by reference to the Company’s 10-Q, filed on May 17, 2004.

^^ Incorporated by reference to the Company’s 10-Q, filed on November 15, 2004.

++ Filed herewith.

6

EX-2.1

Exhibit 2.1

EXECUTION COPY

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 DISTRIBUTORS, INC.

Dated as of February 4, 2005

TABLE OF CONTENTS

		Page
INTRODUCTION		1
ARTICLE I    THE MERGER		1
SECTION 1.1	The Merger	1
SECTION 1.2	Effective Time; Closing Date	1
SECTION 1.3	Effect of the Merger	2
SECTION 1.4	Certificate of Incorporation; Bylaws	2
SECTION 1.5	Board of Directors and Officers	2
SECTION 1.6	Further Assurances	2
ARTICLE II    EFFECTS OF THE MERGER; CONSIDERATION		3
SECTION 2.1	Conversion of Company Securities	3
SECTION 2.2	Exchange Procedures	5
SECTION 2.3	Payments at Closing	7
SECTION 2.4	Payment Annexes; Capital Structure Certificate	7
SECTION 2.5	Dissenting Shares	8
ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY		9
SECTION 3.1	Organization, Standing and Power	9
SECTION 3.2	Authority; Approvals	9
SECTION 3.3	Capitalization; Equity Interests	10
SECTION 3.4	Conflicts; Consents	11
SECTION 3.5	Financial Information and SEC Reports; Undisclosed Liabilities	11
SECTION 3.6	Absence of Changes	12
SECTION 3.7	Assets and Properties	14
SECTION 3.8	Other Agreements	14
SECTION 3.9	Environmental Matters	15
SECTION 3.10	Litigation	15
SECTION 3.11	Compliance; Licenses and Permits	15
SECTION 3.12	Intellectual Property	16
SECTION 3.13	Tax Matters	16

i

SECTION 3.14	Labor Relations; Employees	17
SECTION 3.15	Transactions with Related Parties	19
SECTION 3.16	Inventory	19
SECTION 3.17	Brokers	19
SECTION 3.18	Insurance	19
SECTION 3.19	Takeover Statutes	19
ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB		20
SECTION 4.1	Organization; Power and Authority	20
SECTION 4.2	Authority; Approvals	20
SECTION 4.3	Conflicts; Consents	20
SECTION 4.4	Investment Representation	21
SECTION 4.5	Brokers	21
SECTION 4.6	Litigation	21
SECTION 4.7	Funds	21
ARTICLE V    REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER		21
SECTION 5.1	Authority; Binding Agreement	21
SECTION 5.2	Title to Shares	22
ARTICLE VI    CERTAIN COVENANTS		22
SECTION 6.1	Conduct of Business	22
SECTION 6.2	Access and Information; Confidentiality	24
SECTION 6.3	Approval of the Stockholders of the Company	25
SECTION 6.4	Reasonable Efforts; Further Assurances	25
SECTION 6.5	Public Announcements	26
SECTION 6.6	Indemnification of Directors and Officers	26
SECTION 6.7	Section 280G	27
SECTION 6.8	Expenses	27
SECTION 6.9	Continuity of Employees and Employee Benefits	27
SECTION 6.10	Supplemental Information	27
SECTION 6.11	Tax Matters	27
ARTICLE VII    CONDITIONS PRECEDENT		28
SECTION 7.1	Conditions Precedent to Obligations of Each Party	28
SECTION 7.2	Conditions Precedent to Obligations of Buyer and Merger Sub	28

ii

SECTION 7.3	Conditions Precedent to Obligations of the Company and the Principal Stockholder	29
ARTICLE VIII    STOCKHOLDERS’ REPRESENTATIVE		30
SECTION 8.1	Stockholders’ Representative	30
ARTICLE IX    TERMINATION		32
SECTION 9.1	Termination by Mutual Consent	32
SECTION 9.2	Termination by Either Buyer or the Company	32
SECTION 9.3	Termination by the Company	33
SECTION 9.4	Termination by Buyer	33
SECTION 9.5	Effect of Termination and Abandonment	33
ARTICLE X    MISCELLANEOUS		34
SECTION 10.1	Entire Agreement	34
SECTION 10.2	Assignment and Binding Effect	34
SECTION 10.3	Notices	34
SECTION 10.4	Amendment and Modification	35
SECTION 10.5	Governing Law; Jurisdiction	36
SECTION 10.6	Waiver of Jury Trial	36
SECTION 10.7	Severability	36
SECTION 10.8	Counterparts	36
SECTION 10.9	Enforcement	36
SECTION 10.10	Non-Survival of Representations and Warranties; No Recourse	37
SECTION 10.11	Damages	37
SECTION 10.12	Disclosure Schedule	37
ARTICLE XI    DEFINED TERMS; INTERPRETATION		38
SECTION 11.1	Defined Terms	38
SECTION 11.2	Interpretation	44

iii

EXHIBITS

Exhibit A	Form of Written Consent of the Principal Stockholder
ANNEXES
Annex 1	Form of Net Funded Indebtedness Annex
Annex 2	Form of Change of Control Annex
Annex 3	Form of Aggregate Gross-up Amount Annex
Annex 4	Form of Aggregate Dividend Annex
Annex 5	Form of Redemption Amount Annex
DISCLOSURE SCHEDULE

iv

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”).

Introduction

The respective Boards of Directors of each of Buyer, Merger Sub and the Company have unanimously (i) approved, and declared advisable and in the best interests of Buyer, Merger Sub and the Company and their respective stockholders, the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the provisions of the Delaware General Corporation Law, as amended (the “DGCL”), and subject to the terms and conditions of this Agreement and (ii) approved this Agreement.

Certain capitalized terms have the meanings set forth in Section 11.1.

In consideration of the mutual representations, warranties, covenants and other agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 The Merger. At the Effective Time (as defined below), subject to the terms and conditions of this Agreement and in accordance with the DGCL, (i) Merger Sub shall be merged with and into the Company, (ii) the separate corporate existence of Merger Sub shall cease and (iii) the Company shall be the surviving corporation (the “Surviving Corporation”) and shall continue its legal existence under the DGCL.

SECTION 1.2 Effective Time; Closing Date. Subject to the terms and conditions of this Agreement, the Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”) and all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be stated in the Certificate of Merger (the “Effective Time”). The closing of the Merger (the “Closing”) shall take place at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, two Business Days after the date on which the last of the

conditions set forth in Article VII shall have been satisfied or waived, or on such other date, time and place as the Company and Buyer may mutually agree (the “Closing Date”).

SECTION 1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers, franchises and assets of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation.

SECTION 1.4 Certificate of Incorporation; Bylaws.

(a) The restated and corrected certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by Law and such certificate of incorporation.

(b) The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, until thereafter amended as provided by Law and such by-laws.

SECTION 1.5 Board of Directors and Officers. The Board of Directors and officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the Board of Directors and officers, respectively, of the Surviving Corporation, each to hold office until his or her respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

SECTION 1.6 Further Assurances. If at any time after the Effective Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, its right, title or interest in, to or under any of the properties, rights, privileges, powers, franchises or assets of either the Company or Merger Sub or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Company or Merger Sub, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the properties, rights, privileges, powers, franchises or assets of the Company or Merger Sub, as applicable, and otherwise to carry out the purposes of this Agreement.

2

ARTICLE II

EFFECTS OF THE MERGER; CONSIDERATION

SECTION 2.1 Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders, the Warrant Holders or the Option Holders:

(a) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation;

(b) Each Share that is owned by (i) the Company as treasury stock, (ii) Buyer, (iii) Merger Sub, (iv) any other wholly-owned Subsidiary of Buyer or (v) any wholly-owned Subsidiary of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

(c) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to the Per Share Common Stock Consideration;

(i) For purposes of this Agreement, the “Per Share Common Stock Consideration” means the quotient obtained by dividing:

(A) the Common Stock Consideration, by

(B) the sum of (I) the total number of shares of Common Stock outstanding as of the Effective Time, plus (II) the total number of shares of Common Stock issuable upon exercise of the Options outstanding immediately prior to the Effective Time, plus (III) the total number of shares of Common Stock issuable upon exercise of the Warrants outstanding immediately prior to the Effective Time, plus (IV) the total number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock outstanding immediately prior to the Effective Time;

(ii) For purposes of this Agreement, the “Common Stock Consideration” means the Enterprise Value, minus (A) the Net Funded Indebtedness, minus (B) the Transaction Expenses, minus (C) the Redemption Amount, minus (D) the aggregate Change of Control Payments, minus (E) the Aggregate Dividend Payment, minus (F) the Aggregate Gross-up Amount, plus (G) the aggregate exercise price of the Warrants outstanding immediately prior to the Effective Time, plus (H) the aggregate exercise price of the Options outstanding immediately prior to the Effective Time;

(iii) For purposes of this Agreement, “Enterprise Value” means $710,000,000;

(d) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Redeemable Preferred Stock that is issued and outstanding immediately prior

3

to the Effective Time shall be converted into the right to receive a sum in cash equal the amounts set forth on the Redemption Amount Annex (as defined below) for each share of the Series A Preferred Stock and Series B Preferred Stock, respectively;

(e) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Series C Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to (X) the product of (1) the Per Share Common Stock Consideration, and (2) the number of shares of Common Stock into which such share of Series C Preferred Stock is convertible in accordance with Article 6A of the Company’s restated and corrected certificate of incorporation plus (Y) the Series C Dividend Payment;

(f) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Series D Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to (X) the product of (1) the Per Share Common Stock Consideration, and (2) the number of shares of Common Stock into which such share of Series D Preferred Stock is convertible in accordance with Article 6B of the Company’s restated and corrected certificate of incorporation plus (Y) the Series D Dividend Payment;

(g) Each Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable into the right to receive a sum in cash equal to the Warrant Cancellation Payment, subject to the execution and delivery of a Warrants Acknowledgement (as defined below) by each Warrant Holder. Upon surrender of such Warrants in accordance with this Agreement and the Warrants Acknowledgement, such Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Warrant Holder shall cease to have any rights with respect thereto, other than the right to receive the consideration set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. Any payments made pursuant to this Section 2.1(g) shall be net of all applicable withholding and excise taxes;

(h) Each Option issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, shall, to the extent shareholder approval has been obtained in respect of such option in accordance with Section 6.7 herein, fully vest and become exercisable into the right to receive a sum in cash equal to the Option Cancellation Payment, subject to the execution and delivery of an Options Acknowledgement (as defined below) by each Option Holder. Upon surrender of such Options in accordance with this Agreement and the Options Acknowledgement, such Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Option Holder shall cease to have any rights with respect thereto, other than the right to receive the consideration set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. Any payments made pursuant to this Section 2.1(h) shall be net of all applicable withholding and excise taxes. As of the Effective Time, the Option Plans shall terminate and all rights under any provision of any other plan, program or arrangement of the Company or any Subsidiary of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company shall be cancelled;

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(i) The Company shall prepare and deliver an acknowledgment to each Warrant Holder, in a form reasonably satisfactory to Buyer and consistent with the provisions of this Section 2.1 (each a “Warrants Acknowledgment”), which (i) acknowledges that each of such Warrant Holder’s outstanding Warrants will be cancelled and surrendered at the Effective Time in exchange for the right to receive, in respect of each Warrant, the Warrant Cancellation Payment, (ii) requests such Warrant Holder’s agreement to such treatment and (iii) confirms the appointment of Stockholders’ Representative as his, her or its agent, pursuant to the terms of Section 8.1;

(j) The Company shall prepare and deliver an acknowledgment to each Option Holder, in a form reasonably satisfactory to Buyer and consistent with the provisions of this Section 2.1 (each an “Options Acknowledgment”), which (i) acknowledges that each of such Option Holder’s outstanding Options will be cancelled and surrendered at the Effective Time in exchange for the right to receive, in respect of each Option, the Option Cancellation Payment, (ii) requests such Option Holder’s agreement to such treatment and (iii) confirms the appointment of Stockholders’ Representative as his, her or its agent, pursuant to the terms of Section 8.1; and

(k) After the Effective Time, all capital stock of the Company, and any options relating thereto, shall no longer be outstanding and shall automatically be canceled and retired, or converted in accordance with this Section 2.1, as the case may be, and each holder of a certificate representing any such shares or options shall cease to have any rights with respect thereto, other than the right to receive the consideration provided herein, subject to Section 2.5.

In calculating the consideration payable under this Section 2.1, Buyer shall be entitled to rely on the representations and warranties contained in Section 3.3 and the Capital Structure Certificate. If such representations and warranties and certificate are not correct, Buyer shall have the right to adjust the Per Share Common Stock Consideration accordingly.

SECTION 2.2 Exchange Procedures.

(a) At the Effective Time, or as soon as practicable thereafter (but not later than two Business Days thereafter), the Surviving Corporation shall cause to be mailed, or otherwise make available, to each holder of certificates or other instruments (collectively, the “Certificates”) formerly evidencing (i) Shares or (ii) Warrants (if such holder has previously executed and delivered a Warrants Acknowledgement) the form of the Letter of Transmittal. After the Effective Time, each holder of Certificates, upon surrender of such Certificates to the Paying Agent, together with the completed Letter of Transmittal, shall be entitled to receive from the Paying Agent, in exchange therefor, the aggregate consideration for such Shares or Warrants, as the case may be, in cash as contemplated by this Agreement, and the Certificates so surrendered shall be cancelled. The Surviving Corporation, the Paying Agent and Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Warrants, as the case may be, such amounts as the Surviving Corporation, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Surviving Corporation, the Paying Agent or Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the

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holder of the Shares or Warrants, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation, the Paying Agent or Buyer, as the case may be. Until surrendered as contemplated by this Section 2.2 (other than Certificates representing Dissenting Shares (as defined below)), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the aggregate consideration for such Shares or Warrants, as the case may be, in cash as contemplated by this Agreement, without interest thereon.

(b) In the event of a transfer of ownership of any Shares or Warrants, as the case may be, that is not registered in the transfer books of the Company, subject to any applicable deductions or withholdings as described in Section 2.2(a) above, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer. Notwithstanding the foregoing, if any Certificate shall be lost, stolen or destroyed, upon the making of an affidavit of that fact and an undertaking of indemnity by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the consideration deliverable in respect thereof pursuant to this Agreement.

(c) At any time following the expiration of 12 months after the Effective Time, the Surviving Corporation shall, in its sole discretion, be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and such funds shall thereafter become the property of the Surviving Corporation. Such funds may be commingled with the general funds of the Surviving Corporation and shall be free and clear of any claims or interests of any Person. Thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to any applicable abandoned property, escheat or similar Law) only as general creditors thereof with respect to the applicable consideration payable as contemplated by this Agreement (net of any amounts that would be subject to withholding) upon due surrender of their Certificates, without any interest thereon. Any portion of such remaining cash unclaimed by holders of Shares, Warrants or Options, as the case may be, as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto.

(d) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfer in the stock transfer books of the Surviving Corporation of the Shares, Warrants or Options, as the case may be, that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Section 2.2.

(e) At the Effective Time, or as soon as practicable thereafter (but not later than two Business Days thereafter), the Paying Agent shall, in exchange for the Options that became entitled to receive the consideration specified in Section 2.1, make the Option Cancellation Payment in respect of each such Option to each Option Holder (provided that such

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holder has previously executed and delivered an Options Acknowledgement). The Surviving Corporation, the Paying Agent and Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Option Holder such amounts as the Surviving Corporation, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Surviving Corporation, the Paying Agent or Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Option Holder in respect of which such deduction and withholding was made by the Surviving Corporation, the Paying Agent or Buyer, as the case may be.

SECTION 2.3 Payments at Closing. At the Closing, Buyer will make (or cause to be made) the following payments:

(a) to the Paying Agent, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than two Business Days prior to the Closing Date, an amount equal to the sum of (i) the Common Stock Consideration, (ii) the Aggregate Dividend Payment and (iii) the Redemption Amount;

(b) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than two Business Days prior to the Closing Date, an amount in the aggregate equal to the Transaction Expenses, which amount shall be distributed in accordance with the Transaction Expense Annex (as defined below) as soon as practicable following the Closing;

(c) on behalf of the Company, to the extent shareholder approval has been obtained in respect of such payment in accordance with Section 6.7, through the Company’s existing payroll service provider, an amount equal to the aggregate Change of Control Payments, which amount shall be distributed in accordance with the Change of Control Payment Annex (as defined below) as soon as practicable following the Closing; and

(d) on behalf of the Company, to the extent shareholder approval has been obtained in respect of such payment in accordance with Section 6.7, through the Company’s existing payroll service provider, an amount equal to the Aggregate Gross-up Amount, which amount shall be distributed in accordance with the Aggregate Gross-up Amount Annex (as defined below) as soon as practicable following the Closing.

SECTION 2.4 Payment Annexes; Capital Structure Certificate.

(a) Net Funded Indebtedness. The Company shall prepare a schedule setting forth an itemized list of the Net Funded Indebtedness (the “Net Funded Indebtedness Annex”), in a manner consistent with Annex 1 attached hereto.

(b) Change of Control Payments. The Company shall prepare an allocation schedule specifying the amount of the aggregate Change of Control Payments to be made to each Change of Control Employee (the “Change of Control Annex”), pro rata in a manner consistent with Annex 2 attached hereto.

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(c) Aggregate Gross-up Amount. The Company shall prepare an allocation schedule specifying the amount of the Aggregate Gross-up Amount to be paid to each employee set forth on Annex 3 attached hereto (the “Aggregate Gross-up Amount Annex”).

(d) Aggregate Dividend Payment. The Company shall prepare a schedule setting forth the Aggregate Dividend Payment (the “Aggregate Dividend Annex”), in a manner consistent with Annex 4 attached hereto.

(e) Redemption Amount Payment. The Company shall prepare a schedule specifying the Redemption Amount to be paid to each holder of the Redeemable Preferred Stock (the “Redemption Amount Annex”), in a manner consistent with Annex 5 attached hereto.

(f) Delivery of Payment Annexes and Capital Structure Certificate. Each of the Net Funded Indebtedness Annex, the Change of Control Annex, the Aggregate Gross-up Amount Annex, the Aggregate Dividend Annex, the Redemption Amount Annex and the Capital Structure Certificate shall be prepared by the Company in form and substance reasonably satisfactory to Buyer and Stockholders’ Representative, and each shall be delivered to Buyer at least three Business Days prior to the Closing Date.

SECTION 2.5 Dissenting Shares.

(a) Notwithstanding any provision of this Agreement to the contrary, shares of the Company’s capital stock that are outstanding immediately prior to the Effective Time and which are held by holders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the consideration set forth in Section 2.1. Such holders shall be entitled to receive such consideration as is determined to be due with respect to such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration specified in Section 2.1 (as adjusted, if applicable), without any interest thereon, upon surrender, in the manner provided in Section 2.2, of the certificate or certificates that formerly evidenced such Dissenting Shares.

(b) The Company shall give Buyer (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Buyer, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Buyer and Merger Sub as follows:

SECTION 3.1 Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its business as now being conducted, except for any failure to so qualify or be in good standing which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Section 3.1 of the disclosure schedule delivered by the Company prior to, or concurrently with, the execution of this Agreement (the “Disclosure Schedule” or the “Schedules”) lists the jurisdictions of incorporation and foreign qualifications of the Company and each of its Subsidiaries. The Company has made available to Buyer complete and correct copies of the constitutive documents of each of the Company and its Subsidiaries, in each case as amended to the date of this Agreement, and has made available to Buyer each such entity’s minute books and stock records. Section 3.1 of the Disclosure Schedule contains a true and correct list of the directors and officers of each of the Company and its Subsidiaries as of the date of this Agreement and at all times since the last action of their respective boards of directors and stockholders.

SECTION 3.2 Authority; Approvals.

(a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.

(b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared the Merger to be advisable and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

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(c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

SECTION 3.3 Capitalization; Equity Interests.

(a) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 10,980,926 shares of preferred stock, $.01 par value per share. As of the date of this Agreement, 5,161,917 shares of Common Stock, 5,000 shares of Series A Preferred Stock, 4,500 shares of Series B Preferred Stock, 1,333,334 shares of Series C Preferred Stock and 9,637,592 shares of Series D Preferred Stock, respectively, were issued and outstanding. The outstanding capital stock of the Company is owned of record as set forth in Section 3.3(a) of the Disclosure Schedule.

(b) Section 3.3(b) of the Disclosure Schedule sets forth a complete list of all of the Company’s Subsidiaries as of the date of this Agreement, together with their respective jurisdictions of incorporation, authorized capital stock, number of shares issued and outstanding and record ownership of such shares. Except as set forth in Section 3.3(b) of the Disclosure Schedule, the Company does not have any Subsidiaries or own or hold any equity or other security interest in any other Person. All issued and outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized, were validly issued, are fully paid and nonassessable and subject to no preemptive rights and are directly or indirectly owned beneficially and of record by the Company, free and clear of all Encumbrances, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock).

(c) Except as set forth in Section 3.3(c) of the Disclosure Schedule, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company or any of its Subsidiaries are issued, reserved for issuance or outstanding. Except as set forth in Section 3.3(c) of the Disclosure Schedule, all outstanding shares of capital stock of the Company and its Subsidiaries were duly authorized and validly issued and are fully paid and nonassessable subject to no preemptive rights. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or such Subsidiary may vote. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any such Person is bound obligating such Person to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of such Person or obligating such Person to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other

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voting securities of the Company or any of its Subsidiaries or any securities of the type described in the two immediately preceding sentences.

SECTION 3.4 Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 3.4 of the Disclosure Schedule), (iii) violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above has not had and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. The Company has not received an uncured notice alleging any of the foregoing. Except for (1) the filing of a premerger notification and report form under the Hart-Scott-Rodino Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which has not had and would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby, except as set forth in Section 3.4 of the Disclosure Schedule.

SECTION 3.5 Financial Information and SEC Reports; Undisclosed Liabilities.

(a) The Company has previously made available to Buyer true and complete copies of all reports filed by the Company and its Subsidiaries with the Securities and Exchange Commission (the “SEC”) since January 1, 2002 (collectively, the “Company SEC Reports”). Each of the balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Person (consolidated with its Subsidiaries, as applicable) to which it relates as of the date thereof, and each of the other related financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the results of operations and changes in financial position of the Person (consolidated with its Subsidiaries, as applicable) to which it relates for the period or as of the date set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, the

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absence of notes and any other adjustments described therein. Each Company SEC Report, as of its date (as amended through the date of this Agreement), (i) complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder as though the Exchange Act were applicable to the Company and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(b) Except as set forth in Section 3.5(b) of the Disclosure Schedule or as reflected in the consolidated balance sheet of the Company and its Subsidiaries at October 2, 2004, which balance sheet was filed with the SEC by the Company on November 15, 2004 in its Quarterly Report on Form 10-Q and made available to Buyer, the Company and its Subsidiaries do not have, and as a result of the transactions contemplated by this Agreement, will not have, any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and whether due or to become due), except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since October 2, 2004, (ii) which would not be required to be disclosed in an audited balance sheet (or disclosed in the notes thereto) that is prepared in accordance with GAAP, (iii) which are disclosed on any Schedule to this Agreement or (iv) which individually or in the aggregate do not exceed $500,000.

(c) Except as set forth in Section 3.5(c) of the Disclosure Schedule, the books of account, minute books, stock record books and other records of the Company and its Subsidiaries are complete and correct in all material respects. True and complete copies of all minute books and all stock record books of the Company and each of its Subsidiaries have heretofore been made available to Buyer.

SECTION 3.6 Absence of Changes. Except as set forth in Section 3.6 of the Disclosure Schedule, since October 2, 2004, the Company and its Subsidiaries have been operated in the ordinary course consistent with past practice and there has not been:

(a) any material adverse change in the business, assets, condition (financial or otherwise), financial position, or results of operations of the Company and its Subsidiaries, taken as a whole (other than (i) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which the Company operates, unless such changes or effects have a disproportionate effect on the Company or the industry in which the Company operates, or (ii) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby);

(b) any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or any of its Subsidiaries, other than obligations under customer contracts, current obligations and other liabilities incurred in the ordinary course of business consistent with past practice;

(c) any payment, discharge, satisfaction or settlement of any material claim or obligation of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice;

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(d) other than regularly scheduled dividends on, and redemptions of, the Redeemable Preferred Stock, any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;

(e) any issuance or sale, or any contract entered into for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares of Common Stock upon the conversion of shares of Convertible Preferred Stock or the exercise of outstanding Warrants or Options);

(f) any sale, assignment, pledge, encumbrance, transfer or other disposition of any material asset of the Company or any of its Subsidiaries (excluding in all events sales of assets no longer useful in the operation of the business and sales of inventory to customers in the ordinary course of business consistent with past practice), or any sale, assignment, transfer or other disposition of any material Intellectual Property or any other material intangible assets of the Company or any of its Subsidiaries;

(g) any creation of any Encumbrance on any property of the Company or any of its Subsidiaries, except for Encumbrances created in the ordinary course of business consistent with past practice or which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect;

(h) any write-down of the value of any asset of the Company or any of its Subsidiaries or any write-off as uncollectible of any accounts or notes receivable of the Company or any of its Subsidiaries or any portion thereof, other than write-downs or write-offs which are reserved for on the consolidated balance sheet contained in the Company Financials or which do not exceed $500,000 in the aggregate;

(i) any cancellation of any material debts or claims or any amendment, termination or waiver of any rights of material value to the Company or any of its Subsidiaries;

(j) any material capital expenditures or commitments or additions to property, plant or equipment of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business and consistent with the Company’s capital expenditure budget;

(k) except in each case for regular annual increases, any general increase in the compensation of employees of the Company or any of its Subsidiaries (including any increase pursuant to any written bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment), or any increase in any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company or any of its Subsidiaries having an annual salary or remuneration in excess of $150,000;

(l) any damage, destruction or loss not covered by insurance affecting any asset or property of the Company or any of its Subsidiaries resulting in liability or loss in excess of $500,000;

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(m) any change in the independent public accountants of the Company and its Subsidiaries or any material change in the accounting methods or accounting practices followed by the Company or any material change in depreciation or amortization policies or rates;

(n) any material Tax election or any material liability incurred for Taxes other than in the ordinary course of business or any filing of an amended Tax Return; or

(o) any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (a) through (n), subject to any dollar thresholds set forth in items (a) through (n) above.

SECTION 3.7 Assets and Properties. Section 3.7 of the Disclosure Schedule sets forth a true and complete list of all real property owned or leased by the Company or any of its Subsidiaries. Except as set forth in Section 3.7 of the Disclosure Schedule, each of the Company and its Subsidiaries has good fee simple title to, or a valid leasehold interest in, as applicable, all of its owned or leased real property (including all rights, title, privileges and appurtenances pertaining or relating thereto) free and clear of any and all Encumbrances, except for defects in title or failures to be in full force and effect which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has good title to, or a valid leasehold interest in, as applicable, all personal property used in their respective businesses, except for defects in title or failures to be in full force and effect which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Such personal property and the structural elements of the owned and leased property (taken as a whole) are in good operating condition and repair, ordinary wear and tear and deferred maintenance excepted.

SECTION 3.8 Other Agreements. Section 3.8 of the Disclosure Schedule is a true, correct and complete list, as of the date of this Agreement, of each written contract (other than purchase orders and standard sales contracts in the ordinary course of business), agreement, commitment or lease of the Company and its Subsidiaries currently in effect which by its terms (i) is not terminable at will within 12 months and requires future expenditures or receipts or other performance with respect to goods or services having an annual value in excess of $500,000 or (ii) is material to the business, assets, condition (financial or otherwise), financial position, or results of operations of the Company and its Subsidiaries, taken as a whole. True, correct and complete copies of all such documents have previously been made available to Buyer. All of such contracts, agreements, commitments and leases are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have a Company Material Adverse Effect, and all are enforceable against the Company or its applicable Subsidiary and, to the knowledge of the Company, the other parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to such contracts, agreements, commitments and leases is in breach of or default under any obligation thereunder or has given notice of default to any other party thereunder, in each case which breach or default has had or would reasonably be expected to have a Company Material

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Adverse Effect and, to the knowledge of the Company, no condition exists that with notice or lapse of time would constitute a material default thereunder.

SECTION 3.9 Environmental Matters. Each of the Company and its Subsidiaries holds all licenses, permits and other governmental authorizations required under all applicable Environmental Laws, except for such licenses, permits and other governmental authorizations the failure to hold which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is in violation of any requirements of any Environmental Laws in connection with the conduct of its business or in connection with the use, maintenance or operation of any real property owned or leased by the Company or any of its Subsidiaries, except for violations which individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no conditions relating to the Company or any of its Subsidiaries or relating to any real property owned or leased by the Company or any of its Subsidiaries that in any such case have had or would reasonably be expected to lead to any material liability of the Company or any of its Subsidiaries under any Environmental Law.

SECTION 3.10 Litigation. Except as set forth in Section 3.10 of the Disclosure Schedule, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened by or before any court or other Governmental Entity against the Company or any of its Subsidiaries which bring into question the validity of this Agreement or has had or would reasonably be expected to have a Company Material Adverse Effect. No injunction, writ, temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Entity seeking or purporting to enjoin or restrain the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has received any notice of any condemnation or eminent domain proceeding affecting any owned or leased real property, and, to the knowledge of the Company, no such action or proceeding has been threatened.

SECTION 3.11 Compliance; Licenses and Permits.

(a) Except as set forth in Section 3.11(a) of the Disclosure Schedule, each of the Company and its Subsidiaries is in compliance with all Laws applicable to the Company, any of its Subsidiaries or their respective businesses, except for failures to comply which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Each of the Company and its Subsidiaries holds all federal, state, local and foreign governmental licenses and permits that are necessary to conduct their respective businesses as presently being conducted, except for such licenses and permits the failure to hold which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.11(b) of the Disclosure Schedule and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) such licenses and

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permits are in full force and effect, (ii) no material violations are or have been recorded in respect of any thereof, (iii) no proceeding is pending or, to the knowledge of the Company, threatened in writing, to revoke or limit any thereof and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation or termination of any such license or permit.

SECTION 3.12 Intellectual Property. Except as set forth in Section 3.12 of the Disclosure Schedule, each of the Company and its Subsidiaries owns or has licensed or otherwise has the right to use all Intellectual Property free and clear of any Lien or other adverse claims or interests that are material to the operation of their businesses and are sufficient to operate such businesses after the Effective Time in substantially the same manner as such businesses have been operated prior thereto. To the knowledge of the Company, no Intellectual Property presently owned, sold, licensed from or to third parties or used by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries contemplates owning, selling, licensing from or to third parties or using, and no products or services distributed, sold or offered by the Company or any of its Subsidiaries infringes upon Intellectual Property owned by others. There is no pending or, to the knowledge of the Company, threatened in writing claim, action or proceeding against the Company or any of its Subsidiaries contesting or questioning the validity or enforceability of any Intellectual Property or the right of the Company or any of its Subsidiaries to own, sell, license or use any Intellectual Property presently owned, sold, licensed or used by the Company or any of its Subsidiaries. To the knowledge of the Company, no third party is misappropriating or infringing any material Intellectual Property owned by the Company or any of its Subsidiaries in any material respect.

SECTION 3.13 Tax Matters. Except as set forth in Section 3.13 of the Disclosure Schedule:

(a) Each of the Company and its Subsidiaries has timely filed (taking into account applicable extensions) all material Tax Returns required to be filed by it and paid all Taxes shown to be due on such Tax Returns. All such Tax Returns are true, correct and complete in all material respects. The Company and each of its Subsidiaries has made adequate provision (or adequate provision has been made on its behalf), in accordance with GAAP, for all accrued Taxes not yet due.

(b) The Company and its Subsidiaries have withheld and paid over all material Taxes required to have been withheld and paid over, and complied in all material respects with the rules and regulations relating to the withholding or remittance of Taxes.

(c) None of the Company or any of its Subsidiaries has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed. There are no outstanding waivers or comparable consents that have been given by the Company or any of its Subsidiaries regarding the application of any statute of limitations with respect to any Taxes or Tax Returns of the Company or any such Subsidiary. There are no audits, administrative proceedings or court proceedings relating to Taxes or Tax Returns of the Company or any Subsidiary currently pending, or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries. There are no material Liens on any

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assets of the Company or any Subsidiary with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedings. To the knowledge of the Company, no claim has been made by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries has not filed a Tax Return that the Company or such Subsidiary is required to file a Tax Return in such jurisdiction.

(d) Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries is a party to any Tax sharing or Tax indemnity agreement or any other agreement of a similar nature that remains in effect.

(e) None of the Company or any of its Subsidiaries has taken any reporting position on a Tax Return, which reporting position (i) if not sustained would be reasonably likely, absent disclosure, to give rise to a penalty for substantial understatement of federal income tax under Section 6662 of the Code (or any similar provision of state, local or foreign Tax law), and (ii) has not adequately been disclosed on such Tax Return in accordance with Section 6662(d)(2)(B) of the Code (or similar provision of state, local or foreign Tax law).

(f) At the Effective Time, neither the Company nor any Subsidiary will have made or will be obligated to make any payments that constitute “parachute payments” within the meaning of Section 280G of the Code.

SECTION 3.14 Labor Relations; Employees.

(a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, as of the date hereof, to the knowledge of the Company: (i) the Company is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours or work and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other applicable Laws, (ii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any similar state or foreign agency, (iii) there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting or threatened in writing against the Company, (iv) the Company is not a party to or bound by any collective bargaining or similar agreement and (v) there are no union organizing activities among the employees of the Company.

(b) Section 3.14(b) of the Disclosure Schedule contains a list of each written pension, profit-sharing or other retirement, compensation, employment or termination agreement, deferred compensation, stock option, stock appreciation, stock purchase, performance share, bonus or other incentive, severance or termination pay, health, and group insurance plan, program or arrangement, as well any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that the Company and its Subsidiaries sponsor, maintain, or contribute to

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with respect to employees of the Company and its Subsidiaries, or with respect to which the Company or any Subsidiary has any liability (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”).

(c) The Company has made available to Buyer or Buyer’s counsel a true and complete copy of each Plan, all amendments thereto, the most recent IRS determination letter (if any), and the most recent annual report (if any) required to be filed in connection with such Plan.

(d) Each Plan that is intended to be “qualified” within the meaning of Section 401 (a) of the Code is so qualified and has received a favorable determination letter from the IRS that remains in effect on the date hereof. To the knowledge of the Company, no event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan.

(e) All contributions due with respect to any Plan that is subject to Title I of ERISA have been made as required under ERISA and have been accrued on the Company Financials, in accordance with GAAP (except as indicated in the notes thereto). The reserves reflected in the Company Financials for the obligations of the Company under all Plans are adequate and were determined in accordance with GAAP.

(f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA.

(g) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the past five years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA).

(h) Neither the Company nor any of its ERISA Affiliates has engaged in a “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan; to the knowledge of the Company, no “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan.

(i) To the knowledge of the Company, each Plan has been operated substantially in accordance with its material terms and applicable Laws, and will continue to be so operated until the Closing Date.

(j) Other than routine claims for benefits, to the knowledge of the Company, there are no actions, claims, lawsuits or arbitrations pending or threatened in writing with respect to any Plan.

(k) Except as set forth in Section 3.14(k) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) result in any material payment becoming due to any employee of the Company, (B) materially increase any

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benefits otherwise payable under any Plan, or (C) result in the acceleration of time of payment or vesting of any such benefits to any material extent.

(l) Except as set forth in Section 3.14(l) of the Disclosure Schedule, no Plan provides welfare benefits after termination of employment except to the extent required by applicable law.

SECTION 3.15 Transactions with Related Parties. To the knowledge of the Company, except as set forth in Section 3.15 of the Disclosure Schedule, no executive officer, director or Affiliate of the Company or any of its Subsidiaries, and no relative or spouse of any such officer, director or Affiliate: (i) owns, directly or indirectly, any interest in (excepting less than 5% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any Person which is a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its Subsidiaries, (ii) owns, directly or indirectly, in whole or in part, any material property that the Company or any of its Subsidiaries uses in the conduct of its business or (iii) has any cause of action or other claim whatsoever against, or owes any amount to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements arising in the ordinary course of business.

SECTION 3.16 Inventory. The inventory described in the Company Financials is the only inventory used or held for use in the business of the Company and its Subsidiaries, subject to changes in inventory in the ordinary course of business consistent with past practice, and is valued for financial statement purposes at the lower of cost or market value.

SECTION 3.17 Brokers. Except for Banc of America Securities, LLC, the fees and expenses of which are included in the Transaction Expenses, no agent, broker, investment banker, person or firm acting on behalf of the Company or any of its Subsidiaries or under the authority of the Company or any of its Subsidiaries is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.

SECTION 3.18 Insurance. Section 3.18 of the Disclosure Schedule contains a list of each material insurance policy maintained with respect to the business of the Company and its Subsidiaries. Except as set forth on Section 3.18 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in material default with respect to its obligations under any material insurance policy maintained by them. Neither the Company nor any of its Subsidiaries has received written notice of termination, cancellation or non-renewal of any such insurance policies from any of its insurance brokers or carriers. The Company has complied with each such insurance policy except where the failure to so comply has not had and would not reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.19 Takeover Statutes. To the Company’s knowledge, no state takeover statutes are applicable to the Merger or this Agreement, and the transactions contemplated hereby.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

Buyer and Merger Sub jointly and severally represent and warrant to the Company and the Principal Stockholder as follows:

SECTION 4.1 Organization; Power and Authority. Each of Buyer and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each of Buyer and Merger Sub has made available to the Company and the Principal Stockholder complete and correct copies of the constitutive documents of each of Buyer and Merger Sub, in each case as amended to the date of this Agreement. Each of Buyer and Merger Sub is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its business as now being conducted, except for any failure to so qualify or be in good standing which individually or in the aggregate has not had and would not reasonably be expected to have a Buyer Material Adverse Effect.

SECTION 4.2 Authority; Approvals. The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby are within their respective corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub (other than the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Sub, and (assuming due authorization, execution and delivery by the Company, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.

SECTION 4.3 Conflicts; Consents. The execution, delivery and performance by each of Buyer and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby does not and will not (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of Buyer or Merger Sub, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of Buyer or Merger Sub is a party, or by which any such Person or its properties or assets are bound or (iii) violate any Laws applicable to Buyer or Merger Sub or any such Person’s properties or assets, except where the occurrence of any of the foregoing described in clauses (ii) or (iii) above has not had and would not reasonably be expected to have a Buyer Material Adverse Effect or prevent or materially delay the consummation of the Merger. Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) any filings as may be required under the DGCL in connection with the Merger and (C) such consents, approvals, notifications, registrations or filings the failure to obtain which has not had and would not reasonably be

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expected to have a Buyer Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation of the transactions contemplated hereby.

SECTION 4.4 Investment Representation. Buyer and each of its equity holders is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of its ownership of the Shares, and further acknowledges that the Shares have not been registered under the federal securities laws or under any state or foreign securities laws, and that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transaction is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities laws or pursuant to an exemption from registration thereunder.

SECTION 4.5 Brokers. No agent, broker, investment banker, person or firm acting on behalf of Buyer or Merger Sub or under the authority of Buyer or Merger Sub is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with the Merger or any of the transactions contemplated hereby.

SECTION 4.6 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Buyer or Merger Sub, threatened in writing by or before any court or other Governmental Entity against Buyer or Merger Sub which bring into question the validity of this Agreement or has had or would reasonably be expected to have a Buyer Material Adverse Effect. No injunction, writ, temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Entity seeking or purporting to enjoin or restrain the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer or Merger Sub of the transactions contemplated hereby.

SECTION 4.7 Funds. Buyer will have available to it at the Effective Time all funds necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder (including all payments to be made pursuant to Section 2.3).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER

The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows:

SECTION 5.1 Authority; Binding Agreement. The Principal Stockholder has all requisite authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation of the transactions contemplated hereby are within its partnership powers and have been duly and validly authorized by all necessary partnership

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action on the part of the Principal Stockholder. This Agreement has been duly executed and delivered by the Principal Stockholder, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Company and Stockholders’ Representative) constitutes the valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.

SECTION 5.2 Title to Shares. The Principal Stockholder holds of record and beneficially owns all of the Shares listed on Section 5.2 of the Disclosure Schedule as owned by the Principal Stockholder (the “Principal Stockholder Shares”) and owns no securities issued by, or other obligations of, the Company other than the Principal Stockholder Shares. Except as set forth on Section 5.2 of the Disclosure Schedule, the Principal Stockholder’s Principal Stockholder Shares are held by the Principal Stockholder free and clear of all Encumbrances, restrictions on transfer (other than restrictions under the Securities Act and state securities law), rights of first refusal and voting trust, proxy, or other agreements or understandings. Except as set forth on Section 5.2 of the Disclosure Schedule, the Principal Stockholder is not a party to any option, warrant, right, contract, call, put, or other agreement or commitment relating to the capital stock of the Company or providing for the disposition or acquisition of any capital stock or other equity rights of the Company, other than this Agreement. The representations and warranties made by the Company in Section 3.3 are true and correct.

ARTICLE VI

CERTAIN COVENANTS

SECTION 6.1 Conduct of Business.

(a) From the date of this Agreement until the Closing, except as set forth on Section 6.1(a) of the Disclosure Schedule or as permitted or required by this Agreement or otherwise consented to by Buyer in writing, the Company shall operate its business only in the ordinary course of business consistent with past practice. The Company shall use its commercially reasonable efforts to:

(i) preserve intact the present organization of the Company and its Subsidiaries;

(ii) keep available the services of the present officers and employees of the Company;

(iii) preserve the Company’s goodwill and relationships with customers, suppliers, licensors, licensees, contractors, distributors, lenders and other Persons having significant business dealings with the Company and its Subsidiaries;

(iv) continue all current sales, marketing and other promotional policies, programs and activities;

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(v) maintain the assets of the Company and its Subsidiaries in good repair, order and condition; and

(vi) maintain the Company’s insurance policies and risk management programs, and in the event of casualty, loss or damage to any assets of the Company or any of its Subsidiaries, repair or replace such assets with assets of comparable quality, as the case may be;

(b) Without limiting the generality of the foregoing, except as set forth on Section 6.1(b) of the Disclosure Schedule, the Company shall not, without the prior written consent of Buyer, directly or indirectly:

(i) cause or permit any material adverse change in the business, assets, condition (financial or otherwise), financial position, or results of operations of the Company and its Subsidiaries, taken as a whole (other than (A) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which the Company operates, unless such changes or effects have a disproportionate effect on the Company or the industry in which the Company operates, or (B) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby);

(ii) incur any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due), other than obligations under customer contracts, current obligations and other liabilities incurred in the ordinary course of business consistent with past practice;

(iii) pay, discharge, satisfy or settle any material claim or obligation, except in the ordinary course of business consistent with past practice;

(iv) other than regularly scheduled dividends on, and redemptions of, the Redeemable Preferred Stock, declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries;

(v) issue or sell, or enter into any contract for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares of Common Stock upon the conversion of shares of Convertible Preferred Stock or the exercise of outstanding Warrants or Options);

(vi) sell, assign, pledge, encumber, transfer or otherwise dispose of any material asset of the Company or any of its Subsidiaries (excluding in all events sales of assets no longer useful in the operation of the business and sales of inventory to customers in the ordinary course of business consistent with past practice), or sell, assign, transfer or otherwise dispose of any material Intellectual Property or any other material intangible assets of the Company or any of its Subsidiaries;

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(vii) create any Encumbrance on any property of the Company or any of its Subsidiaries, except for (A) Encumbrances created in the ordinary course of business consistent with past practice and (B) Encumbrances that do not materially impair the value or use of any of the Company’s or its Subsidiaries assets;

(viii) write down the value of any asset of the Company or any of its Subsidiaries or write off as uncollectible any accounts or notes receivable of the Company or any of its Subsidiaries or any portion thereof, other than write-downs or write-offs which are reserved for on the consolidated balance sheet contained in the Company Financials or which do not exceed $500,000 in the aggregate;

(ix) cancel any material debts or claims or amend, terminate or waive any rights of material value to the Company or any of its Subsidiaries;

(x) incur any material capital expenditures or commitments or additions to property, plant or equipment of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business and consistent with the Company’s capital expenditure budget;

(xi) except in each case for regular annual increases, increase the compensation of employees of the Company or any of its Subsidiaries (including any increase pursuant to any written bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment), or increase any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company or any of its Subsidiaries having an annual salary or remuneration in excess of $150,000;

(xii) incur any damage, destruction or loss not covered by insurance affecting any asset or property of the Company or any of its Subsidiaries resulting in liability or loss in excess of $500,000;

(xiii) change the independent public accountants of the Company and its Subsidiaries or materially change the accounting methods or accounting practices followed by the Company or any material change in depreciation or amortization policies or rates;

(xiv) make any material Tax election or incur any material liability for Taxes other than in the ordinary course of business or any filing of an amended Tax Return; or

(xv) take or agree in writing or otherwise take any of the actions described in (i) through (xiv) above or any other action which would reasonably be expected to prevent the satisfaction of any condition to closing set forth in Article VII.

SECTION 6.2 Access and Information; Confidentiality.

(a) Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in

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accordance with Article IX, the Company shall allow Buyer and its financing parties and their respective representatives to make such reasonable investigation of the business, operations and properties of the Company as Buyer deems reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the properties, books, records and commitments of the Company. The Company shall furnish Buyer and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request. All access and investigation pursuant to this Section 6.2 shall be coordinated through the Company’s Executive Vice President and General Counsel, shall occur only upon reasonable notice and during normal business hours and shall be conducted at Buyer’s expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries.

(b) The parties hereto will hold any information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties hereto shall promptly return or destroy such information in accordance with the Confidentiality Agreement.

SECTION 6.3 Approval of the Stockholders of the Company.

(a) (i) Subject to the exercise of the Board of Directors of the Company’s fiduciary duties, the Board of Directors of the Company shall unanimously recommend that the Company’s stockholders vote in favor of the adoption of this Agreement in any meeting or written consent of stockholders of the Company and (ii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Buyer, the recommendation of the Board of Directors of the Company that the Company’s stockholders vote in favor of the adoption of this Agreement.

(b) Within ten Business Days following the date of an action by written consent of the stockholders of the Company in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL, the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to Section 262 of the DGCL to each holder of record of capital stock of the Company that has not theretofore executed and delivered such action by written consent (the “Dissenters’ Rights Notice”). The Dissenters’ Rights Notice shall comply in all material respects with applicable Law. The Company shall take all actions, and do or cause to be done, all things necessary, proper or advisable to deliver the Dissenters’ Rights Notice and any subsequent notice required to be delivered, or subsequent action to be taken with respect to Dissenting Shares, pursuant to the DGCL and other applicable Law.

SECTION 6.4 Reasonable Efforts; Further Assurances.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under

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applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions set forth in Article VII are satisfied, insofar as such matters are within the control of any of them, including, without limitation, making the requisite filings pursuant to the HSR Act. Without limiting the generality of the foregoing, and subject to Section 6.2, the Company and the Principal Stockholder, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing.

(b) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any party hereto for such purposes or otherwise to complete or perfect the transactions contemplated by this Agreement.

(c) The Company shall, to the extent Buyer may reasonably request in connection with any third-party financing Buyer and Merger Sub may seek to obtain in order to fund the transactions contemplated by this Agreement and to refinance the existing indebtedness of the Company, use its commercially reasonable efforts, to: (i) cooperate in the preparation of any offering memorandum or similar document, (ii) make senior management of the Company reasonably available for customary “roadshow” presentations, (iii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, (iv) enter into customary agreements with underwriters, initial purchasers or placement agents, (v) enter into or help procure pledge and security documents, landlord waivers, other definitive financing documents or other requested certificates or documents and (vi) cause the Series D Notes to be redeemed or repurchased on the Closing Date. Notwithstanding the forgoing, nothing in this Agreement shall require the Board of Directors of the Company to take any action to approve any third party financing provided in connection with the Merger.

SECTION 6.5 Public Announcements. The parties hereto agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable Law, will not issue any such press release or make any such public statement prior to such consultation.

SECTION 6.6 Indemnification of Directors and Officers. For six years from and after the Closing Date, Buyer will cause the Surviving Corporation and its successors to indemnify and hold harmless the present and former officers, directors, employees and agents of the Company and its Subsidiaries in respect of acts or omissions occurring on or prior to the Closing Date to the extent provided under the Company’s restated and corrected certificate of incorporation and by-laws in effect on the date of this Agreement; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. For six years from and after the Closing Date, Buyer will cause the Surviving Corporation and its successors to maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Closing Date covering each Person currently covered by

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the Company’s officers’ and directors’ liability insurance policy on terms and in amounts comparable to those of such policy in effect on the date of this Agreement.

SECTION 6.7 Section 280G. With respect to each employee of the Company who is, or would reasonably be expected to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code), the Company shall (i) ensure that any payments that would otherwise constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) shall be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(A)(ii) of the Code, and (ii) take all actions necessary to so exempt such payments (including, without limitation, obtaining any necessary waivers or consents from such “disqualified individuals”) as soon as reasonably practicable following the date of this Agreement. Within a reasonable period of time prior to taking such actions, the Company shall deliver to the Buyer and its counsel for review and comment a copy of any documents or agreements necessary to effect this Section 6.7, including but not limited to, any consent form, disclosure statement or waiver.

SECTION 6.8 Expenses. Each party hereto shall bear its own fees, costs and expenses incurred in the pursuit of the transactions contemplated by this Agreement, including the fees and expenses of its respective counsel, financial advisors and accountants; provided that Buyer shall pay, or cause to be paid, all Transaction Expenses as provided in Section 2.3.

SECTION 6.9 Continuity of Employees and Employee Benefits. For a period of one (1) year following the Closing, Buyer and the Surviving Corporation shall provide employees of the Surviving Corporation who were employees of the Company and its Subsidiaries immediately prior to the Closing with annual rates of base salary or hourly wages, as applicable, annual incentive opportunities and coverage and benefits pursuant to employee benefit plans, programs, policies and arrangements that are, in the aggregate, not materially less favorable than the compensation and benefits provided to such employees under the Plans immediately prior to the Closing. Where applicable, each such employee shall receive full credit for service with the Company and its ERISA Affiliates (including predecessor companies) for purposes of determining eligibility to participate, vesting and accrual under each employee benefit plan, program, policy or arrangement to be provided by Buyer or the Surviving Corporation to such employee to the same extent such service was recognized under the applicable Plan immediately prior to the Closing except where such crediting would result in duplicate benefits. In addition, as of the Effective Time, Buyer and the Surviving Corporation shall assume all obligations, liabilities or commitments with respect to continued participation in health programs required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the rules and regulations promulgated thereunder (“COBRA”), for all “M&A qualified beneficiaries” (within the meaning of 26 C.F.R. § 54.4980B-9, Q&A-4).

SECTION 6.10 Supplemental Information. Prior to Closing, the Company will inform Buyer and Merger Sub promptly upon becoming aware of any facts, matters or circumstances arising after the date hereof which individually or in the aggregate have or would reasonably be expected to have a Company Material Adverse Effect or that would make any representation or warranty set forth in Article III or V untrue as of the Closing Date.

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SECTION 6.11 Tax Matters.

(a) Buyer shall be liable for all Transfer Taxes arising from the transactions contemplated by this Agreement. “Transfer Taxes” means all sales, use, real property transfer, real property gains, transfer, stamp, registration, documentary, recording or similar Taxes, together with any interest thereon, penalties, fines, costs, fees or additions to tax. The parties will cooperate with each other in timely making all filings, returns and forms as may be required in connection with the payment of any Transfer Taxes.

(b) The Company shall deliver to Buyer a certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3) stating that the Shares are not a U.S. real property interest as defined in Section 897(c) of the Code.

ARTICLE VII

CONDITIONS PRECEDENT

SECTION 7.1 Conditions Precedent to Obligations of Each Party. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

(a) Approvals. All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity, which the failure to obtain, make or occur would have the effect of making the Merger or any of the transactions contemplated hereby illegal or would have a Buyer Material Adverse Effect or a Company Material Adverse Effect, as the case may be, assuming the Merger had taken place, shall be in effect.

(b) No Litigation or Injunction. There shall not be instituted or pending any suit, action or proceeding by any Governmental Entity relating to this Agreement or any of the agreements contemplated hereby or any of the transactions contemplated herein.

(c) Stockholder Approval. The Merger shall have been duly approved by holders of the Company’s capital stock as required by the Company’s restated and corrected certificate of incorporation and the DGCL.

SECTION 7.2 Conditions Precedent to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties; Performance of Obligations. Each of the Company’s representations and warranties contained in Article III (without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” qualification on such representations and warranties) shall be true and correct on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company shall have performed in all

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material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing. Buyer shall have received a certificate dated the Closing Date and signed by an authorized officer of the Company, certifying that the conditions specified in this Section 7.2(a) have been satisfied.

(b) Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date hereof and be continuing.

(c) Dissenting Shares. No more than ten percent of the shares of the Company’s capital stock outstanding on the date hereof shall be Dissenting Shares.

(d) Annex and Certificate Delivery. The Company shall have delivered to Buyer each of the Net Funded Indebtedness Annex, the Change of Control Annex, the Aggregate Gross-up Amount Annex, the Aggregate Dividend Annex, the Redemption Amount Annex and the Capital Structure Certificate in accordance with Section 2.4 and a certificate in accordance with Section 6.12(b).

(e) Director Resignations. The Company shall have delivered to Buyer a resignation from each member of the Board of Directors of the Company or comparable body for each Subsidiary of the Company, unless specified by Buyer no later than five Business Days prior to Closing.

(f) Delivery of Share Certificates. The Principal Stockholder shall have delivered to Buyer the certificates representing the Shares held by the Principal Stockholder and its Affiliates or affidavits of lost certificates reasonably acceptable to the Buyer.

(g) Charlesbank Management Agreement. The Company shall have terminated its oral agreement with Charlesbank Capital Partners, LLC regarding the payment of certain management fees.

(h) Termination of Agreements with Equity Holders. The Company shall have terminated each of (i) the Warrantholder Agreement, dated as of May 21, 1999, between and among the Company, The 1818 Mezzanine Fund, L.P. (“The 1818 Fund”) and Charlesbank and (ii) the Amended and Restated Registration Rights Agreement, dated as of May 21, 1999, between and among the Company, The 1818 Fund and Charlesbank.

(i) Delivery of Audited Financial Statements. The Company shall have delivered to Buyer the consolidated audited balance sheet of the Company as of January 1, 2005 and the related consolidated audited statements of operations, stockholders’ equity and cash flows of the Company for the period ended on January 1, 2005, together with the related notes thereto and accompanied by the opinion thereon of the independent accountants of the Company (collectively, the “Audited Financial Statements”), and the Company’s earnings before interest, taxes, depreciation and amortization calculated in accordance with the Audited Financial Statements shall not be less than $59.0 million.

SECTION 7.3 Conditions Precedent to Obligations of the Company and the Principal Stockholder. The obligations of the Company and the Principal Stockholder to effect

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the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

(a) Performance of Obligations; Representations and Warranties. Each of Buyer’s and Merger Sub’s representations and warranties contained in Article IV of this Agreement (without giving effect to any “material”, “materiality” or “Buyer Material Adverse Effect” qualification on such representations and warranties) shall be true and correct on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Buyer Material Adverse Effect. Buyer and Merger Sub shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by them prior to or at the Closing. The Company shall have received a certificate dated the Closing Date and signed by an authorized officer of Buyer, certifying that the conditions specified in this Section 7.3(a) have been satisfied.

(b) Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.

ARTICLE VIII

STOCKHOLDERS’ REPRESENTATIVE

SECTION 8.1 Stockholders’ Representative.

(a) Appointment. Each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, constitutes and appoints Stockholders’ Representative to act as such Person’s representative under this Agreement, with full authority to act on behalf of, and to bind, each such Person for purposes of this Agreement, and Stockholders’ Representative accepts such appointment. Stockholders’ Representative shall have full power and authority to represent all of such holders and their successors with respect to all matters arising under this Agreement and all actions taken by Stockholders’ Representative hereunder and thereunder shall be binding upon all such holders and their successors as if expressly confirmed and ratified in writing by each of them. Stockholders’ Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement for and on behalf of such holders, as fully as if such holders were acting on their own behalf, including, without limitation, dealing with Buyer and the Paying Agent under this Agreement with respect to all matters arising under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, accountants or other Stockholders’ Representatives, in connection with the foregoing matters. Without limiting the generality of the foregoing, Stockholders’ Representative shall have full power and authority to effect and interpret all the terms and provisions of this Agreement and to consent to any amendment hereof or thereof on behalf of all such holders and their successors.

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(b) Indemnification of Stockholders’ Representative. Stockholders’ Representative may act upon any instrument or other writing believed by Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, except for its own willful default or gross negligence. Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, from all losses, costs and expenses (including attorneys’ fees) that may be incurred by Stockholders’ Representative as a result of Stockholders’ Representative’s performance of its duties under this Agreement; provided that Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by Stockholders’ Representative as a result of its own willful default or gross negligence.

(c) Reasonable Reliance. In the performance of its duties hereunder, Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, or Buyer. Stockholders’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

(d) Attorney-in-Fact.

(i) Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, with full power in their name and on their behalf to act according to the terms of this Agreement in the absolute discretion of Stockholders’ Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement. Such appointment shall be deemed to be a power coupled with an interest.

(ii) This power of attorney and all authority hereby conferred is granted and shall be irrevocable, subject to replacement of Stockholders’ Representative pursuant to Section 8.1(f), and shall not be terminated by any act of any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, by operation of Law, whether by such holder’s death, disability, protective supervision or any other event.

(iii) Notwithstanding the power of attorney granted in this Section 8.1, no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of a Stockholder (other than a holder of Dissenting Shares), or a Warrant

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Holder or a Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, having signed or given such act or document directly instead of Stockholders’ Representative.

(e) Liability. If Stockholders’ Representative is required to determine the occurrence of any event or contingency, Stockholders’ Representative shall, in making such determination, be liable to each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, only for Stockholders’ Representative’s proven bad faith as determined in light of all the circumstances, including the time and facilities available to it in the ordinary conduct of business. In determining the occurrence of any such event or contingency, Stockholders’ Representative may request from any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, or any other Person such reasonable additional evidence as Stockholders’ Representative in its sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and may at any time inquire of and consult with others, including any Stockholder (other than a holder of Dissenting Shares) or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, and Stockholders’ Representative shall not be liable to any such holder for any damages resulting from its delay in acting hereunder pending its receipt and examination of additional evidence requested by it.

(f) Successor Representatives. Stockholders’ Representative shall designate one or more Persons to serve as successor Stockholders’ Representative in the event of its death, incapacity, bankruptcy or dissolution which Person or Persons shall in such event succeed to and become vested with all the rights, powers, privileges and duties of Stockholders’ Representative under this Agreement. Each successor Stockholders’ Representative shall designate one or more successors to serve as Stockholders’ Representative in the event of such successor Stockholders’ Representative’s death, incapacity, bankruptcy or dissolution.

ARTICLE IX

TERMINATION

SECTION 9.1 Termination by Mutual Consent. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by mutual written consent of the Company and Buyer.

SECTION 9.2 Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29, 2005; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in the failure of the

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Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.

SECTION 9.3 Termination by the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of the Board of Directors of the Company, if the Company is not in material breach of its obligations under this Agreement and there is a breach by Buyer or Merger Sub of any material representation, warranty, covenant or other agreement of them contained in this Agreement and such breach has not been cured within 30 days after written notice thereof to Buyer, or such breach cannot be cured, and would cause a condition set forth in Section 7.3(a) to be incapable of being satisfied.

SECTION 9.4 Termination by Buyer. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by written notice given to the Company by Buyer:

(a) if Buyer is not in material breach of its obligations under the Agreement and there is a breach by the Company or the Principal Stockholder of any material representation, warranty, covenant or other agreement of the Company or the Principal Stockholder, as the case may be, contained in this Agreement, and such breach has not been cured within 30 days after written notice thereof to the Company or the Principal Stockholder, as the case may be, or such breach cannot be cured, and would cause a condition set forth in Section 7.2(a) to be incapable of being satisfied; or

(b) if the Principal Stockholder fails to execute and deliver to the Secretary of the Company (with a copy to Buyer), within 12 hours of the execution and delivery of this Agreement, an action by written consent of stockholders in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL substantially in the form attached hereto as Exhibit A.

SECTION 9.5 Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, written notice thereof shall be given to the other parties hereto, and this Agreement (other than as set forth in this Section 9.5 and other than Sections 6.5 [Public Announcements] and 6.8 [Expenses] and Articles X and XI) shall become void and of no effect with no liability on the part of any party hereto (or of any of its respective directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement. If this Agreement is terminated and the Merger is abandoned pursuant to this Article IX, all confidential information received by Buyer or its representatives and Affiliates with respect to the Company, its Subsidiaries and their respective Affiliates shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

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ARTICLE X

MISCELLANEOUS

SECTION 10.1 Entire Agreement. This Agreement (including the annexes, exhibits and schedules hereto) and the Confidentiality Agreement set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and, except as set forth in this Agreement, there are no representations or warranties, express or implied, made by any party to this Agreement with respect to the subject matter of this Agreement and the Confidentiality Agreement. Except for the matters set forth in the Confidentiality Agreement, any and all previous agreements and understandings between or among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein.

SECTION 10.2 Assignment and Binding Effect. This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties hereto; provided, however, that Buyer shall be permitted to assign this Agreement to any Affiliate of Buyer or any Person with whom such Affiliate has an administrative relationship (provided that Buyer shall remain liable for all of its obligations hereunder following such assignment). All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

SECTION 10.3 Notices. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed given only if delivered to such party personally or sent to such party by facsimile transmission (promptly followed by a hard-copy delivered in accordance with this Section 10.3) or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below:

If to Buyer, Merger Sub or the Surviving Corporation:

American Tire Distributors Holdings, Inc./ATD MergerSub, Inc.

c/o Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Telecopy: (212) 351-4035

Attention: E. Michael Greaney, Esq.

with a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Telecopy: (212) 351-4035

Attention: Sean P. Griffiths, Esq.

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If to the Company:

American Tire Distributors, Inc.

12200 Herbert Wayne Court

Suite 150

Huntersville, North Carolina 28070

Facsimile: 704-947-1919

Attention: J. Michael Gaither

with a copy to:

Covington & Burling

1330 Avenue of the Americas

New York, New York 10019

Facsimile: 212-841-1010

Attention: Scott F. Smith

If to Charlesbank:

Charlesbank Equity Fund IV, Limited Partnership

c/o Charlesbank Capital Partners, LLC

600 Atlantic Avenue

26th Floor

Boston, Massachusetts 02210

Facsimile: 617-619-5402

Attention: Tim R. Palmer

If to Stockholders’ Representative:

Charlesbank Capital Partners, LLC

600 Atlantic Avenue

26th Floor

Boston, Massachusetts 02210

Facsimile: 617-619-5402

Attention: Tim R. Palmer

or to such other address or Person as any party hereto may have specified in a notice duly given to the other parties hereto as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed.

SECTION 10.4 Amendment and Modification. This Agreement may be amended, modified or supplemented at any time prior to the Effective Time by mutual agreement of Buyer, the Company and the Principal Stockholder, except as provided in Section 251(d) of the DGCL. Any amendment, modification or revision of this Agreement and any waiver of

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compliance or consent with respect hereto shall be effective only if in a written instrument executed by the parties hereto.

SECTION 10.5 Governing Law; Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT THAT THE CONSUMMATION AND EFFECTIVENESS OF THE MERGER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

(b) EACH OF THE PARTIES HERETO (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (III) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY.

SECTION 10.6 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONFIDENTIALITY AGREEMENT OR BY THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 10.7 Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of the Agreement shall remain in full force and effect. Upon such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties hereto to the fullest extent permitted by applicable Law.

SECTION 10.8 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 10.9 Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court in

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the United States or any state having jurisdiction, subject to Section 10.5(b), this being in addition to any other remedy to which they are entitled at law or in equity.

SECTION 10.10 Non-Survival of Representations and Warranties; No Recourse. Notwithstanding anything to the contrary contained herein, no representations or warranties in this Agreement shall survive the Merger, except that the representations in Sections 5.1 and 5.2 shall survive the Merger indefinitely. Subject to the foregoing, in no event shall Buyer or the Surviving Corporation, on the one hand, or the Company, Stockholders’ Representative or the Principal Stockholder, on the other hand, have any recourse against (i) the Company, Stockholders’ Representative, the Principal Stockholder, or the respective present or former directors, officers, stockholders, warrant holders or option holders of the Company, Stockholders’ Representative and the Principal Stockholder or (ii) Buyer, the Surviving Corporation or the respective present or former directors, officers, stockholders, warrant holders or option holders of Buyer or the Surviving Corporation, as the case may be, or any Affiliates, representatives or agents thereof with respect to any representation or warranty made by the Company, the Principal Stockholder, Stockholders’ Representative, Buyer or Merger Sub in this Agreement.

SECTION 10.11 Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO (INCLUDING ITS RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS THE CASE MAY BE, HEREUNDER) FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION PURSUANT TO ARTICLE IX, WHETHER FOR BREACH OF REPRESENTATION OR WARRANTY OR COVENANT OR OTHER AGREEMENT OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HERETO HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.

SECTION 10.12 Disclosure Schedule. The representations and warranties contained in Article III and V are qualified by reference to the Disclosure Schedule attached hereto. The parties hereto agree that the Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations and warranties of the Company or the Principal Stockholder except to the extent expressly provided in this Agreement. Buyer and Merger Sub acknowledge that (i) the Disclosure Schedule may include items or information that the Company or the Principal Stockholder, as the case may be, is not required to disclose under this Agreement, (ii) disclosure of such items or information shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligation of the Company or the Principal Stockholder, as the case may be, under this Agreement and (iii) inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to the Company or the Principal Stockholder, as the case may be. Similarly, in such matters where a representation or warranty is given or other information is provided, the disclosure of any matter in the Disclosure Schedule shall not imply that any other undisclosed matter having a greater value or other significance is material. Buyer and Merger

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Sub further acknowledge that headings have been inserted on Sections of the Disclosure Schedule for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of this Agreement or the Disclosure Schedule.

ARTICLE XI

DEFINED TERMS; INTERPRETATION

SECTION 11.1 Defined Terms. As used in this Agreement, the terms set forth below shall have the following meanings:

(a) “Affiliate” of a Person means any other Person who directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with such Person.

(b) “Aggregate Dividend Payment” means the sum of (i) the aggregate Series C Dividend Payments and (ii) the aggregate Series D Dividend Payments.

(c) “Aggregate Gross-up Amount” means an amount equal to (i) the quotient of (A) the product of (1) 1 – the maximum aggregate Federal and state income tax rate on long term capital gains for a resident of North Carolina, multiplied by (2) the aggregate amount paid or to be paid to the Company employees listed on Annex 3 as gross compensation income in respect of the cancellation of their Options as contemplated by Section 2.1, or upon the sale pursuant to the Merger of the Common Stock received upon the exercise thereof after the date hereof, in each case to the extent that such Options were intended to constitute “incentive stock options” under the Code (such aggregate amount, the “Aggregate Gross-up Income”), divided by (B) 1 - the maximum aggregate Federal and state ordinary income tax rate (taking into account the deductibility of state income taxes at that rate) for a resident of North Carolina, minus (ii) the Aggregate Gross-up Income.

(d) “Business Day” means a day other than Saturday or Sunday or a day on which banks are required or authorized to close in the State of New York.

(e) “Buyer Material Adverse Effect” means any event, change or effect that, individually or in the aggregate with all other events, changes or effects, has a material adverse effect on the business, financial condition, assets, liabilities or results of operations of Buyer and its Subsidiaries, taken as a whole, other than (i) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which Buyer operates, unless such changes or effects have a disproportionate effect on the Buyer or the industry in which the Buyer operates, or (ii) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby.

(f) “Capital Structure Certificate” means a certificate executed by the Chief Executive Officer, President or any Executive Vice President of the Company setting forth the pro rata ownership of (i) the number of Shares, Options and Warrants outstanding immediately prior to the Effective Time, and (ii) the number of shares of Common Stock (on a fully-diluted basis) outstanding immediately prior to the Effective Time.

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(g) “Cash” means an amount equal to the cash and cash equivalents of the Company as of the close of business on the Settlement Date as determined in accordance with GAAP, consistently applied.

(h) “Change of Control Employees” means those employees of the Company or its Subsidiaries that will receive cash bonuses in connection with the consummation of the Merger, as identified on Section 3.14(k) of the Disclosure Schedule.

(i) “Change of Control Payments” means the amount due to the Change of Control Employees in connection with the consummation of the Merger as determined in accordance with Annex 2.

(j) “Confidentiality Agreement” means the Confidentiality Agreement, dated as of November 2, 2004 between the Company and Investcorp International Inc.

(k) “Code” means the Internal Revenue Code of 1986, as amended.

(l) “Common Stock” means the Common Stock of the Company, par value $0.01 per share.

(m) “Company Financials” means the consolidated balance sheet of the Company and its Subsidiaries at October 2, 2004 and the related consolidated statements of operations, stockholders’ equity and cash flows for the period then ended.

(n) “Company Material Adverse Effect” means any event, change or effect that, individually or in the aggregate with all other events, changes or effects, has a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, other than (i) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which the Company operates, unless such changes or effects have a disproportionate effect on the Company or the industry in which the Company operates, or (ii) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby.

(o) “Control” means the direct or indirect possession of the power to elect at least a majority of the Board of Directors or other governing body of a Person through the ownership of voting securities, ownership or partnership interests, by contract or otherwise or, if no such governing body exists, the direct or indirect ownership of 50% or more of the equity interests of a Person.

(p) “Convertible Preferred Stock” means (i) the Series C Preferred Stock and (ii) the Series D Preferred Stock.

(q) “Encumbrances” means Liens, security interests, deeds of trust, encroachments, reservations, orders of Governmental Entities, decrees or judgments of any kind.

(r) “Environmental Laws” means all applicable Laws relating to protection and clean-up of the environment and activities or conditions related thereto, including those

39

relating to the generation, handling, disposal, transportation, Release, Remediation of, or exposure of Persons to Hazardous Substances.

(s) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and all Laws promulgated pursuant thereto or in connection therewith.

(t) “ERISA Affiliate” means, with respect to any Person, (i) a member of any “controlled group” (as defined in Section 414(b) of the Code) of which that Person is also a member, (ii) a trade or business, whether or not incorporated, under common control (within the meaning of Section 414(c) of the Code) with that Person or (iii) a member of any affiliated service group (within the meaning of Section 414(m) of the Code) of which that Person is also a member.

(u) “Funded Indebtedness” means the sum of all amounts owing by the Company or its Subsidiaries to repay in full amounts and obligations due with respect to (i) the Revolver, (ii) the Series D Notes, (iii) the Swap Agreement and (iv) all other indebtedness for borrowed money of the Company and its Subsidiaries as of the Settlement Date, including all capital or direct financing leases to which the Company or any of its Subsidiaries is a party, interest accrued through the Settlement Date and any premiums payable upon prepayment or redemption of or tender for any of the foregoing on the Closing Date, in each case as such amounts are outstanding or determined as of the Settlement Date.

(v) “GAAP” means United States generally accepted accounting principles.

(w) “Governmental Entity” means any United States or other national, state, municipal or local government, domestic or foreign, any subdivision, agency, entity, commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

(x) “Hazardous Substances” means any and all hazardous or toxic substances, wastes or materials, any pollutants, contaminants or dangerous materials (including, without limitation, polychlorinated biphenyls, asbestos, volatile and semi-volatile organic compounds, oil, petroleum products and fractions, and any materials which include hazardous constituents or become hazardous, toxic, or dangerous when their composition or state is changed), or any other similar substances or materials which are included under or regulated by any Environmental Laws.

(y) “Intellectual Property” means all of the following in any jurisdiction throughout the world: (i) patents, patent applications and patent disclosures, (ii) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans and Internet domain names, together with all goodwill associated with each of the foregoing, (iii) copyrights and copyrightable works, (iv) registrations and applications for any of the foregoing, (v) trade secrets, confidential information, know-how and inventions, (vi) computer software (including, without limitation, source code, executable code, data, databases and related documentation) and (vii) all other intellectual property.

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(z) “knowledge of the Company” or “to the Company’s knowledge” or similar words means the current actual knowledge of any of the individuals listed in Section 11.1 (bb) of the Disclosure Schedule.

(aa) “Laws” means all foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, determinations, writs, injunctions, awards (including, without limitation, awards of any arbitrator), judgments and decrees applicable to the specified Persons.

(bb) “Letter of Transmittal” means (i) the letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery by a Stockholder or a Warrant Holder, as the case may be, of his, her or its Certificates in accordance with the instructions thereto), together with (ii) the instructions thereto for use in effecting the surrender of the Certificates in exchange for the consideration contemplated to be paid pursuant to this Agreement, each in form and substance reasonably acceptable to Buyer and the Company.

(cc) “Liens” means any mortgage, pledge, lien, conditional or installment sale agreement, encumbrance, charge or other claims of third parties of any kind.

(dd) “Net Funded Indebtedness” means Funded Indebtedness minus Cash.

(ee) “Option Cancellation Payment” means, with respect to each Option, an amount equal to the product of (i) the number of shares of Common Stock subject to such Option, multiplied by (ii) (x) the Per Share Common Stock Consideration, minus (y) the per share exercise price of the Option.

(ff) “Option Holder” means a Person holding Options.

(gg) “Option Plans” means the Company’s (i) Amended and Restated 1997 Stock Option Plan, (ii) 1999 Stock Option Plan and (iii) 2002 Stock Option Plan.

(hh) “Options” means the issued and outstanding options to purchase shares of Common Stock, issued pursuant to one of the Option Plans.

(ii) “Paying Agent” means Bank of America, N.A., or such other financial institution which is reasonably acceptable to Buyer and Stockholders’ Representative and which has been appointed to act as agent for the holders of Shares, Warrants and Options in connection with the Merger and to receive the funds to which such holders shall become entitled pursuant to Article II.

(jj) “Person” means any individual, corporation, partnership, limited partnership, limited liability company, trust, association or entity or Governmental Entity or authority.

(kk) “Preferred Stock” means the Convertible Preferred Stock and the Redeemable Preferred Stock.

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(ll) “Principal Stockholder” means Charlesbank.

(mm) “Redeemable Preferred Stock” means (i) the Series A Preferred Stock and (ii) the Series B Preferred Stock.

(nn) “Redemption Amount” means the Series A Liquidation Preference (as such term is defined in the Company’s restated and corrected charter), the Series B Liquidation Preference (as such term is defined in the Company’s restated and corrected charter) and accrued and unpaid dividends on the Redeemable Preferred Stock, all payable to the applicable holders of the Redeemable Preferred Stock in accordance with the Redemption Amount Annex.

(oo) “Release” when used in connection with Hazardous Substances, shall have the meaning ascribed to that term in 42 U.S.C. § 9601(22), but not subject to the exceptions in Subsection (A) and (D) of 42 U.S.C. § 9601(22).

(pp) “Remediation’” means (a) any remedial action, response or removal as those terms are defined in 42 U.S.C. § 9601; or (b) any “corrective action” as that term has been construed by Governmental Entities pursuant to 42 U.S.C. § 6924.

(qq) “Revolver” means that certain Third Amended and Restated Loan and Security Agreement, dated as of March 19, 2004, as amended as of April 2, 2004, as further amended as of September 1, 2004, among the Company, certain Subsidiaries of the Company and the lenders party thereto.

(rr) “Securities Act” means the Securities Act of 1933, as amended, and all Laws promulgated pursuant thereto or in connection therewith.

(ss) “Series A Preferred Stock” means the Company’s Series A Cumulative Redeemable Preferred Stock, $.01 par value per share.

(tt) “Series B Preferred Stock” means the Company’s Series B Cumulative Redeemable Preferred Stock, $.01 par value per share.

(uu) “Series C Dividend Payment” means, with respect to each outstanding share of Series C Preferred Stock, all accrued and unpaid dividends in respect thereof, calculated through the Closing Date.

(vv) “Series C Preferred Stock” means the Company’s Series C Preferred Stock, $.01 par value per share.

(ww) “Series D Dividend Payment” means, with respect to each outstanding share of Series D Preferred Stock, all accrued and unpaid dividends in respect thereof, calculated through the Closing Date.

(xx) “Series D Indenture” means that certain Indenture, dated as of December 1, 1998, as supplemented by that certain Supplemental Indenture dated as of February 22, 1999, as further supplemented by that certain Third Supplemental Indenture, dated as of May 25, 2000, as further supplemented by that certain Fourth Supplemental Indenture, dated as of March 27,

42

2002, as further supplemented by that certain Fifth Supplemental Indenture, dated as of July 30, 2004, as further supplemented by that certain Sixth Supplemental Indenture, dated as of September 1, 2004, by and among the Company, certain Subsidiaries of the Company and Wachovia Bank, National Association (f/k/a First Union National Bank), as trustee.

(yy) “Series D Notes” means the Company’s Series D 10% Senior Notes Due 2008 issued under the Series D Indenture.

(zz) “Series D Preferred Stock” means the Company’s Series D Preferred Stock, $.01 par value per share.

(aaa) “Settlement Date” means January 1, 2005.

(bbb) “Shares” means (i) the Preferred Stock and (ii) the Common Stock.

(ccc) “Stockholder” means any holder of record of Shares immediately prior to the Effective Time.

(ddd) “Subsidiary” of any Person means another Person under the Control of such Person.

(eee) “Swap Agreement” means that certain Interest Rate Swap Agreement, dated as of March 5, 2003, as amended as of March 19, 2004, as further amended as of July 30, 2004, among the Company, certain Subsidiaries of the Company and Fleet National Bank.

(fff) “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge, together with any interest or penalty, imposed by any Governmental Entity.

(ggg) “Tax Return” means any return, declaration, report, estimate, information return or other document (including any documents, statements or schedules attached thereto and amendment thereof) required to be filed with any federal, state, local or foreign tax authority with respect to Taxes.

(hhh) “Transaction Expenses” means the fees, expenses, charges and other payments incurred or otherwise payable by the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement.

(iii) “Warrant Cancellation Payment” means, with respect to each Warrant, the product of (i) the number of shares of Common Stock subject to such Warrant immediately prior to the Effective Time, multiplied by (ii) (x) the Per Share Common Stock Consideration, minus (y) the per share exercise price of the Warrant.

(jjj) “Warrant Holder” means a Person holding Warrants.

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(kkk) “Warrants” means the issued and outstanding warrants to purchase shares of Common Stock.

SECTION 11.2 Interpretation.

(a) The parties hereto and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the parties hereto with the advice and participation of counsel and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement.

(b) For purposes of this Agreement: (i) the table of contents and headings contained in this Agreement are for reference purposes only and shall in no way modify or restrict any of the terms or provisions hereof, (ii) except as expressly provided herein, the terms “include,” “includes” or “including” are not limiting, (iii) the words “hereof” and “herein” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (iv) article, section, paragraph, exhibit, annex and schedule references are to the articles, sections, paragraphs, exhibits, annexes and schedules of this Agreement unless otherwise specified, (v) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders, (vi) a reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns, (vii) a reference to any Laws or other legislation or to any provision of any Law or legislation shall include any amendment to, and any modification or re-enactment thereof, any provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto, (viii) all references to “$” or “dollars” shall be deemed references to United States dollars and (ix) capitalized terms used and not defined in the exhibits, annexes and schedules attached to this Agreement shall have the respective meanings set forth in this Agreement.

[Signature Page Follows]

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The parties hereto, intending to be legally bound hereby, have duly executed this Agreement and Plan of Merger as of the date first above written.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
	Name: Steven Puccinelli
	Title: President
ATD MERGERSUB, INC.
By:	/s/ Steven Puccinelli
	Name: Steven Puccinelli
	Title: President
AMERICAN TIRE DISTRIBUTORS, INC.
By:
	Name:
	Title:

The parties hereto, intending to be legally bound hereby, have duly executed this Agreement and Plan of Merger as of the date first above written.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:
	Name:
	Title:
ATD MERGERSUB, INC.
By:
	Name:
	Title:
AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ Richard P. Johnson
	Name: Richard P. Johnson
	Title: Chairman and Chief Executive Officer

PRINCIPAL STOCKHOLDER:
CHARLESBANK EQUITY FUND IV, LIMITED PARTNERSHIP
BY:	CHARLESBANK EQUITY FUND IV GP, LIMITED PARTNERSHIP, its General Partner
	BY:	CHARLESBANK CAPITAL PARTNERS, LLC, its General Partner
	By:	/s/ Tim R. Palmer
		Name: Tim R. Palmer
		Title: Managing Director
	By:	/s/ Mark A. Rosen
		Name: Mark A. Rosen
		Title: Managing Director
STOCKHOLDERS’ REPRESENTATIVE:
CHARLESBANK CAPITAL PARTNERS, LLC
By:	/s/ Tim R. Palmer
	Name: Tim R. Palmer
	Title: Managing Director
By:	/s/ Mark A. Rosen
	Name: Mark A. Rosen
	Title: Managing Director

EX-2.2

Exhibit 2.2

EXECUTION COPY

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

AMERICAN TIRE DISTRIBUTORS, INC.

Dated as of March 7, 2005

TABLE OF CONTENTS

		Page
INTRODUCTION		1
ARTICLE I THE MERGER		1
SECTION 1.1	The Merger	1
SECTION 1.2	Effective Time; Closing Date	2
SECTION 1.3	Effect of the Merger	2
SECTION 1.4	Certificate of Incorporation; Bylaws	2
SECTION 1.5	Board of Directors and Officers	2
SECTION 1.6	Further Assurances	2
ARTICLE II EFFECTS OF THE MERGER; CONSIDERATION		3
SECTION 2.1	Conversion of Company Securities	3
SECTION 2.2	Exchange Procedures	5
SECTION 2.3	Payments at Closing	7
SECTION 2.4	Payment Annexes; Capital Structure Certificate	8
SECTION 2.5	Dissenting Shares	8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		9
SECTION 3.1	Organization, Standing and Power	9
SECTION 3.2	Authority; Approvals	9
SECTION 3.3	Capitalization; Equity Interests	10
SECTION 3.4	Conflicts; Consents	11
SECTION 3.5	Financial Information and SEC Reports; Undisclosed Liabilities	11
SECTION 3.6	Absence of Changes	12
SECTION 3.7	Assets and Properties	14
SECTION 3.8	Other Agreements	14
SECTION 3.9	Environmental Matters	15
SECTION 3.10	Litigation	15
SECTION 3.11	Compliance; Licenses and Permits	15
SECTION 3.12	Intellectual Property	16
SECTION 3.13	Tax Matters	16

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SECTION 3.14	Labor Relations; Employees	17
SECTION 3.15	Transactions with Related Parties	19
SECTION 3.16	Inventory	19
SECTION 3.17	Brokers	19
SECTION 3.18	Insurance	19
SECTION 3.19	Takeover Statutes	20
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB		20
SECTION 4.1	Organization; Power and Authority	20
SECTION 4.2	Authority; Approvals	20
SECTION 4.3	Conflicts; Consents	20
SECTION 4.4	Investment Representation	21
SECTION 4.5	Brokers	21
SECTION 4.6	Litigation	21
SECTION 4.7	Funds	21
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER		22
SECTION 5.1	Authority; Binding Agreement	22
SECTION 5.2	Title to Shares	22
ARTICLE VI CERTAIN COVENANTS		22
SECTION 6.1	Conduct of Business	22
SECTION 6.2	Access and Information; Confidentiality	25
SECTION 6.3	Approval of the Stockholders of the Company	25
SECTION 6.4	Reasonable Efforts; Further Assurances	26
SECTION 6.5	Public Announcements	26
SECTION 6.6	Indemnification of Directors and Officers	27
SECTION 6.7	Section 280G	27
SECTION 6.8	Expenses	27
SECTION 6.9	Continuity of Employees and Employee Benefits	27
SECTION 6.10	Supplemental Information	28
SECTION 6.11	Tax Matters	28
ARTICLE VII CONDITIONS PRECEDENT		28
SECTION 7.1	Conditions Precedent to Obligations of Each Party	28
SECTION 7.2	Conditions Precedent to Obligations of Buyer and Merger Sub	29

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SECTION 7.3	Conditions Precedent to Obligations of the Company and the Principal Stockholder	30
ARTICLE VIII STOCKHOLDERS’ REPRESENTATIVE		30
SECTION 8.1	Stockholders’ Representative	30
ARTICLE IX TERMINATION		33
SECTION 9.1	Termination by Mutual Consent	33
SECTION 9.2	Termination by Either Buyer or the Company	33
SECTION 9.3	Termination by the Company	33
SECTION 9.4	Termination by Buyer	33
SECTION 9.5	Effect of Termination and Abandonment	34
ARTICLE X MISCELLANEOUS		34
SECTION 10.1	Entire Agreement	34
SECTION 10.2	Assignment and Binding Effect	34
SECTION 10.3	Notices	34
SECTION 10.4	Amendment and Modification	36
SECTION 10.5	Governing Law; Jurisdiction	36
SECTION 10.6	Waiver of Jury Trial	36
SECTION 10.7	Severability	37
SECTION 10.8	Counterparts	37
SECTION 10.9	Enforcement	37
SECTION 10.10	Non-Survival of Representations and Warranties; No Recourse	37
SECTION 10.11	Damages	37
SECTION 10.12	I Disclosure Schedule	38
ARTICLE XI DEFINED TERMS; INTERPRETATION		38
SECTION 11.1	Defined Terms	38
SECTION 11.2	Interpretation	44

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EXHIBITS
Exhibit A	Form of Written Consent of the Principal Stockholder
ANNEXES
Annex 1	Form of Net Funded Indebtedness Annex
Annex 2	Form of Change of Control Annex
Annex 3	Form of Aggregate Gross-up Amount Annex
Annex 4	Form of Aggregate Dividend Annex
Annex 5	Form of Redemption Amount Annex

DISCLOSURE SCHEDULE

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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”).

Introduction

Buyer, Merger Sub, Charlesbank, Stockholders’ Representative and the Company entered into an Agreement and Plan of Merger, dated as of February 4, 2005 (the “Original Merger Agreement”).

Buyer, Merger Sub, Charlesbank, Stockholders’ Representative and the Company wish to amend and restate the Original Merger Agreement in its entirety, effective as of the date of this Agreement. All references in this Agreement to the “date hereof and such similar references shall be deemed to refer to February 4, 2005.

The respective Boards of Directors of each of Buyer, Merger Sub and the Company have unanimously (i) approved, and declared advisable and in the best interests of Buyer, Merger Sub and the Company and their respective stockholders, the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the provisions of the Delaware General Corporation Law, as amended (the “DGCL”), and subject to the terms and conditions of this Agreement and (ii) approved this Agreement.

Certain capitalized terms have the meanings set forth in Section 11.1.

In consideration of the mutual representations, warranties, covenants and other agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Merger Agreement in its entirety to read as follows:

ARTICLE I

THE MERGER

SECTION 1.1 The Merger. At the Effective Time (as defined below), subject to the terms and conditions of this Agreement and in accordance with the DGCL, (i) Merger Sub shall be merged with and into the Company, (ii) the separate corporate existence of Merger Sub shall cease and (iii) the Company shall be the surviving corporation (the “Surviving Corporation”) and shall continue its legal existence under the DGCL.

SECTION 1.2 Effective Time; Closing Date. Subject to the terms and conditions of this Agreement, the Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”) and all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be stated in the Certificate of Merger (the “Effective Time”). The closing of the Merger (the “Closing”) shall take place at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, two Business Days after the date on which the last of the conditions set forth in Article VII shall have been satisfied or waived, or on such other date, time and place as the Company and Buyer may mutually agree (the “Closing Date”).

SECTION 1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers, franchises and assets of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation.

SECTION 1.4 Certificate of Incorporation; Bylaws.

(a) The form of certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the form of certificate of incorporation of the Surviving Corporation until thereafter amended as provided by Law and such certificate of incorporation.

(b) The form of by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the form of by-laws of the Surviving Corporation, until thereafter amended as provided by Law and such by-laws.

SECTION 1.5 Board of Directors and Officers. The Board of Directors and officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the Board of Directors and officers, respectively, of the Surviving Corporation, each to hold office until his or her respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

SECTION 1.6 Further Assurances. If at any time after the Effective Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, its right, title or interest in, to or under any of the properties, rights, privileges, powers, franchises or assets of either the Company or Merger Sub or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Company or Merger

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Sub, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the properties, rights, privileges, powers, franchises or assets of the Company or Merger Sub, as applicable, and otherwise to carry out the purposes of this Agreement.

ARTICLE II

EFFECTS OF THE MERGER; CONSIDERATION

SECTION 2.1 Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders, the Warrant Holders or the Option Holders:

(a) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation;

(b) Each Share that is owned by (i) the Company as treasury stock, (ii) Buyer, (iii) Merger Sub, (iv) any other wholly-owned Subsidiary of Buyer or (v) any wholly-owned Subsidiary of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

(c) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to the Per Share Common Stock Consideration;

(i) For purposes of this Agreement, the “Per Share Common Stock Consideration” means the quotient obtained by dividing:

(A) the Common Stock Consideration, by

(B) the sum of (I) the total number of shares of Common Stock outstanding as of the Effective Time, plus (II) the total number of shares of Common Stock issuable upon exercise of the Options outstanding immediately prior to the Effective Time, plus (III) the total number of shares of Common Stock issuable upon exercise of the Warrants outstanding immediately prior to the Effective Time, plus (IV) the total number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock outstanding immediately prior to the Effective Time;

(ii) For purposes of this Agreement, the “Common Stock Consideration” means the Enterprise Value, minus (A) the Net Funded Indebtedness, minus (B) the Transaction Expenses, minus (C) the Redemption Amount, minus (D) the aggregate Change of Control Payments, minus (E) the Aggregate Dividend Payment, minus (F) the Aggregate Gross-up Amount, plus (G) the aggregate exercise price of the Warrants outstanding immediately prior to the Effective Time, plus (H) the aggregate exercise price of the Options outstanding immediately prior to the Effective Time, plus

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(I) the aggregate exercise price of any Warrants or Options exercised between February 4, 2005 and the Effective Time;

(iii) For purposes of this Agreement, “Enterprise Value” means $710,000,000;

(d) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Redeemable Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal the amounts set forth on the Redemption Amount Annex (as defined below) for each share of the Series A Preferred Stock and Series B Preferred Stock, respectively;

(e) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Series C Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to (X) the product of (1) the Per Share Common Stock Consideration, and (2) the number of shares of Common Stock into which such share of Series C Preferred Stock is convertible in accordance with Article 6A of the Company’s restated and corrected certificate of incorporation plus (Y) the Series C Dividend Payment;

(f) Except as otherwise provided in clause (b) above and subject to Section 2.5, each share of Series D Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to (X) the product of (1) the Per Share Common Stock Consideration, and (2) the number of shares of Common Stock into which such share of Series D Preferred Stock is convertible in accordance with Article 6B of the Company’s restated and corrected certificate of incorporation plus (Y) the Series D Dividend Payment;

(g) Each Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable into the right to receive a sum in cash equal to the Warrant Cancellation Payment, subject to the execution and delivery of a Warrants Acknowledgement (as defined below) by each Warrant Holder. Upon surrender of such Warrants in accordance with this Agreement and the Warrants Acknowledgement, such Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Warrant Holder shall cease to have any rights with respect thereto, other than the right to receive the consideration set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. Any payments made pursuant to this Section 2.1(g) shall be net of all applicable withholding and excise taxes;

(h) Each Option issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, shall, to the extent shareholder approval has been obtained in respect of such option in accordance with Section 6.7 herein, fully vest and become exercisable into the right to receive a sum in cash equal to the Option Cancellation Payment, subject to the execution and delivery of an Options Acknowledgement (as defined below) by each Option Holder. Upon surrender of such Options in accordance with this Agreement and the Options Acknowledgement, such Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Option Holder shall cease to have any

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rights with respect thereto, other than the right to receive the consideration set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. Any payments made pursuant to this Section 2.1(h) shall be net of all applicable withholding and excise taxes. As of the Effective Time, the Option Plans shall terminate and all rights under any provision of any other plan, program or arrangement of the Company or any Subsidiary of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company shall be cancelled;

(i) The Company shall prepare and deliver an acknowledgment to each Warrant Holder, in a form reasonably satisfactory to Buyer and consistent with the provisions of this Section 2.1 (each a “Warrants Acknowledgment”), which (i) acknowledges that each of such Warrant Holder’s outstanding Warrants will be cancelled and surrendered at the Effective Time in exchange for the right to receive, in respect of each Warrant, the Warrant Cancellation Payment, (ii) requests such Warrant Holder’s agreement to such treatment and (iii) confirms the appointment of Stockholders’ Representative as his, her or its agent, pursuant to the terms of Section 8.1;

(j) The Company shall prepare and deliver an acknowledgment to each Option Holder, in a form reasonably satisfactory to Buyer and consistent with the provisions of this Section 2.1 (each an “Options Acknowledgment”), which (i) acknowledges that each of such Option Holder’s outstanding Options will be cancelled and surrendered at the Effective Time in exchange for the right to receive, in respect of each Option, the Option Cancellation Payment, (ii) requests such Option Holder’s agreement to such treatment and (iii) confirms the appointment of Stockholders’ Representative as his, her or its agent, pursuant to the terms of Section 8.1; and

(k) After the Effective Time, all capital stock of the Company, and any options relating thereto, shall no longer be outstanding and shall automatically be canceled and retired, or converted in accordance with this Section 2.1, as the case may be, and each holder of a certificate representing any such shares or options shall cease to have any rights with respect thereto, other than the right to receive the consideration provided herein, subject to Section 2.5.

In calculating the consideration payable under this Section 2.1, Buyer shall be entitled to rely on the representations and warranties contained in Section 3.3 and the Capital Structure Certificate. If such representations and warranties and certificate are not correct, Buyer shall have the right to adjust the Per Share Common Stock Consideration accordingly.

SECTION 2.2 Exchange Procedures.

(a) At the Effective Time, or as soon as practicable thereafter (but not later than two Business Days thereafter), the Surviving Corporation shall cause to be mailed, or otherwise make available, to each holder of certificates or other instruments (collectively, the “Certificates”) formerly evidencing (i) Shares or (ii) Warrants (if such holder has previously executed and delivered a Warrants Acknowledgement) the form of the Letter of Transmittal. After the Effective Time, each holder of Certificates, upon surrender of such Certificates to the Paying Agent, together with the completed Letter of Transmittal, shall be entitled to receive from the Paying Agent, in exchange therefor, the aggregate consideration for such Shares or Warrants,

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as the case may be, in cash as contemplated by this Agreement, and the Certificates so surrendered shall be cancelled. The Surviving Corporation, the Paying Agent and Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Warrants, as the case may be, such amounts as the Surviving Corporation, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Surviving Corporation, the Paying Agent or Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or Warrants, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation, the Paying Agent or Buyer, as the case may be. Until surrendered as contemplated by this Section 2.2 (other than Certificates representing Dissenting Shares (as defined below)), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the aggregate consideration for such Shares or Warrants, as the case may be, in cash as contemplated by this Agreement, without interest thereon.

(b) In the event of a transfer of ownership of any Shares or Warrants, as the case may be, that is not registered in the transfer books of the Company, subject to any applicable deductions or withholdings as described in Section 2.2(a) above, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer. Notwithstanding the foregoing, if any Certificate shall be lost, stolen or destroyed, upon the making of an affidavit of that fact and an undertaking of indemnity by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the consideration deliverable in respect thereof pursuant to this Agreement.

(c) At any time following the expiration of 12 months after the Effective Time, the Surviving Corporation shall, in its sole discretion, be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and such funds shall thereafter become the property of the Surviving Corporation. Such funds may be commingled with the general funds of the Surviving Corporation and shall be free and clear of any claims or interests of any Person. Thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to any applicable abandoned property, escheat or similar Law) only as general creditors thereof with respect to the applicable consideration payable as contemplated by this Agreement (net of any amounts that would be subject to withholding) upon due surrender of their Certificates, without any interest thereon. Any portion of such remaining cash unclaimed by holders of Shares, Warrants or Options, as the case may be, as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto.

(d) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfer in the stock transfer books of the Surviving Corporation of the Shares, Warrants or Options, as the case may be, that were

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outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Section 2.2.

(e) At the Effective Time, or as soon as practicable thereafter (but not later than two Business Days thereafter), the Paying Agent shall, in exchange for the Options that became entitled to receive the consideration specified in Section 2.1, make the Option Cancellation Payment in respect of each such Option to each Option Holder (provided that such holder has previously executed and delivered an Options Acknowledgement). The Surviving Corporation, the Paying Agent and Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Option Holder such amounts as the Surviving Corporation, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Surviving Corporation, the Paying Agent or Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Option Holder in respect of which such deduction and withholding was made by the Surviving Corporation, the Paying Agent or Buyer, as the case may be.

SECTION 2.3 Payments at Closing. At the Closing, Buyer will make (or cause to be made) the following payments:

(a) to the Paying Agent, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than two Business Days prior to the Closing Date, an amount equal to the sum of (i) the Common Stock Consideration, (ii) the Aggregate Dividend Payment and (iii) the Redemption Amount, in each case to the extent payable as provided in Section 2.1;

(b) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than two Business Days prior to the Closing Date, an amount in the aggregate equal to the Transaction Expenses, which amount shall be distributed in accordance with the Transaction Expense Annex (as defined below) as soon as practicable following the Closing;

(c) on behalf of the Company, to the extent shareholder approval has been obtained in respect of such payment in accordance with Section 6.7, through the Company’s existing payroll service provider, an amount equal to the aggregate Change of Control Payments, which amount shall be distributed in accordance with the Change of Control Payment Annex (as defined below) as soon as practicable following the Closing; and

(d) on behalf of the Company, to the extent shareholder approval has been obtained in respect of such payment in accordance with Section 6.7, through the Company’s existing payroll service provider, an amount equal to the Aggregate Gross-up Amount, which amount shall be distributed in accordance with the Aggregate Gross-up Amount Annex (as defined below) as soon as practicable following the Closing.

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SECTION 2.4 Payment Annexes; Capital Structure Certificate.

(a) Net Funded Indebtedness. The Company shall prepare a schedule setting forth an itemized list of the Net Funded Indebtedness (the “Net Funded Indebtedness Annex”), in a manner consistent with Annex 1 attached hereto.

(b) Change of Control Payments. The Company shall prepare an allocation schedule specifying the amount of the aggregate Change of Control Payments to be made to each Change of Control Employee (the “Change of Control Annex”), pro rata in a manner consistent with Annex 2 attached hereto.

(c) Aggregate Gross-up Amount. The Company shall prepare an allocation schedule specifying the amount of the Aggregate Gross-up Amount to be paid to each employee set forth on Annex 3 attached hereto (the “Aggregate Gross-up Amount Annex”).

(d) Aggregate Dividend Payment. The Company shall prepare a schedule setting forth the Aggregate Dividend Payment (the “Aggregate Dividend Annex”), in a manner consistent with Annex 4 attached hereto.

(e) Redemption Amount Payment. The Company shall prepare a schedule specifying the Redemption Amount to be paid to each holder of the Redeemable Preferred Stock (the “Redemption Amount Annex”), in a manner consistent with Annex 5 attached hereto.

(f) Delivery of Payment Annexes and Capital Structure Certificate. Each of the Net Funded Indebtedness Annex, the Change of Control Annex, the Aggregate Gross-up Amount Annex, the Aggregate Dividend Annex, the Redemption Amount Annex and the Capital Structure Certificate shall be prepared by the Company in form and substance reasonably satisfactory to Buyer and Stockholders’ Representative, and each shall be delivered to Buyer at least three Business Days prior to the Closing Date.

SECTION 2.5 Dissenting Shares.

(a) Notwithstanding any provision of this Agreement to the contrary, shares of the Company’s capital stock that are outstanding immediately prior to the Effective Time and which are held by holders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the consideration set forth in Section 2.1. Such holders shall be entitled to receive such consideration as is determined to be due with respect to such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration specified in Section 2.1 (as adjusted, if applicable), without any interest thereon, upon surrender, in the manner provided in Section 2.2, of the certificate or certificates that formerly evidenced such Dissenting Shares.

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(b) The Company shall give Buyer (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Buyer, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Buyer and Merger Sub as follows:

SECTION 3.1 Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its business as now being conducted, except for any failure to so qualify or be in good standing which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Section 3.1 of the disclosure schedule delivered by the Company prior to, or concurrently with, the execution of this Agreement (the “Disclosure Schedule” or the “Schedules”) lists the jurisdictions of incorporation and foreign qualifications of the Company and each of its Subsidiaries. The Company has made available to Buyer complete and correct copies of the constitutive documents of each of the Company and its Subsidiaries, in each case as amended to the date of this Agreement, and has made available to Buyer each such entity’s minute books and stock records. Section 3.1 of the Disclosure Schedule contains a true and correct list of the directors and officers of each of the Company and its Subsidiaries as of the date of this Agreement and at all times since the last action of their respective boards of directors and stockholders.

SECTION 3.2 Authority; Approvals.

(a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.

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(b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared the Merger to be advisable and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

(c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

SECTION 3.3 Capitalization; Equity Interests.

(a) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 10,980,926 shares of preferred stock, $.01 par value per share. As of the date of this Agreement, 5,161,917 shares of Common Stock, 5,000 shares of Series A Preferred Stock, 4,500 shares of Series B Preferred Stock, 1,333,334 shares of Series C Preferred Stock and 9,637,592 shares of Series D Preferred Stock, respectively, were issued and outstanding. The outstanding capital stock of the Company is owned of record as set forth in Section 3.3(a) of the Disclosure Schedule.

(b) Section 3.3(b) of the Disclosure Schedule sets forth a complete list of all of the Company’s Subsidiaries as of the date of this Agreement, together with their respective jurisdictions of incorporation, authorized capital stock, number of shares issued and outstanding and record ownership of such shares. Except as set forth in Section 3.3(b) of the Disclosure Schedule, the Company does not have any Subsidiaries or own or hold any equity or other security interest in any other Person. All issued and outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized, were validly issued, are fully paid and nonassessable and subject to no preemptive rights and are directly or indirectly owned beneficially and of record by the Company, free and clear of all Encumbrances, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock).

(c) Except as set forth in Section 3.3(c) of the Disclosure Schedule, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company or any of its Subsidiaries are issued, reserved for issuance or outstanding. Except as set forth in Section 3.3(c) of the Disclosure Schedule, all outstanding shares of capital stock of the Company and its Subsidiaries were duly authorized and validly issued and are fully paid and nonassessable subject to no preemptive rights. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or such Subsidiary may vote. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any such Person is bound obligating such Person to issue, deliver or sell, or

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cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of such Person or obligating such Person to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company or any of its Subsidiaries or any securities of the type described in the two immediately preceding sentences.

SECTION 3.4 Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 3.4 of the Disclosure Schedule), (iii) violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above has not had and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. The Company has not received an uncured notice alleging any of the foregoing. Except for (1) the filing of a premerger notification and report form under the Hart-Scott-Rodino Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which has not had and would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby, except as set forth in Section 3.4 of the Disclosure Schedule.

SECTION 3.5 Financial Information and SEC Reports; Undisclosed Liabilities.

(a) The Company has previously made available to Buyer true and complete copies of all reports filed by the Company and its Subsidiaries with the Securities and Exchange Commission (the “SEC”) since January 1, 2002 (collectively, the “Company SEC Reports”). Each of the balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Person (consolidated with its Subsidiaries, as applicable) to which it relates as of the date thereof, and

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each of the other related financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the results of operations and changes in financial position of the Person (consolidated with its Subsidiaries, as applicable) to which it relates for the period or as of the date set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, the absence of notes and any other adjustments described therein. Each Company SEC Report, as of its date (as amended through the date of this Agreement), (i) complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder as though the Exchange Act were applicable to the Company and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(b) Except as set forth in Section 3.5(b) of the Disclosure Schedule or as reflected in the consolidated balance sheet of the Company and its Subsidiaries at October 2, 2004, which balance sheet was filed with the SEC by the Company on November 15, 2004 in its Quarterly Report on Form 10-Q and made available to Buyer, the Company and its Subsidiaries do not have, and as a result of the transactions contemplated by this Agreement, will not have, any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and whether due or to become due), except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since October 2, 2004, (ii) which would not be required to be disclosed in an audited balance sheet (or disclosed in the notes thereto) that is prepared in accordance with GAAP, (iii) which are disclosed on any Schedule to this Agreement or (iv) which individually or in the aggregate do not exceed $500,000.

(c) Except as set forth in Section 3.5(c) of the Disclosure Schedule, the books of account, minute books, stock record books and other records of the Company and its Subsidiaries are complete and correct in all material respects. True and complete copies of all minute books and all stock record books of the Company and each of its Subsidiaries have heretofore been made available to Buyer.

SECTION 3.6 Absence of Changes. Except as set forth in Section 3.6 of the Disclosure Schedule, since October 2, 2004, the Company and its Subsidiaries have been operated in the ordinary course consistent with past practice and there has not been:

(a) any material adverse change in the business, assets, condition (financial or otherwise), financial position, or results of operations of the Company and its Subsidiaries, taken as a whole (other than (i) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which the Company operates, unless such changes or effects have a disproportionate effect on the Company or the industry in which the Company operates, or (ii) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby);

(b) any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or any of its

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Subsidiaries, other than obligations under customer contracts, current obligations and other liabilities incurred in the ordinary course of business consistent with past practice;

(c) any payment, discharge, satisfaction or settlement of any material claim or obligation of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice;

(d) other than regularly scheduled dividends on, and redemptions of, the Redeemable Preferred Stock, any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;

(e) any issuance or sale, or any contract entered into for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares of Common Stock upon the conversion of shares of Convertible Preferred Stock or the exercise of outstanding Warrants or Options);

(f) any sale, assignment, pledge, encumbrance, transfer or other disposition of any material asset of the Company or any of its Subsidiaries (excluding in all events sales of assets no longer useful in the operation of the business and sales of inventory to customers in the ordinary course of business consistent with past practice), or any sale, assignment, transfer or other disposition of any material Intellectual Property or any other material intangible assets of the Company or any of its Subsidiaries;

(g) any creation of any Encumbrance on any property of the Company or any of its Subsidiaries, except for Encumbrances created in the ordinary course of business consistent with past practice or which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect;

(h) any write-down of the value of any asset of the Company or any of its Subsidiaries or any write-off as uncollectible of any accounts or notes receivable of the Company or any of its Subsidiaries or any portion thereof, other than write-downs or write-offs which are reserved for on the consolidated balance sheet contained in the Company Financials or which do not exceed $500,000 in the aggregate;

(i) any cancellation of any material debts or claims or any amendment, termination or waiver of any rights of material value to the Company or any of its Subsidiaries;

(j) any material capital expenditures or commitments or additions to property, plant or equipment of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business and consistent with the Company’s capital expenditure budget;

(k) except in each case for regular annual increases, any general increase in the compensation of employees of the Company or any of its Subsidiaries (including any increase pursuant to any written bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment), or any increase in any such compensation or bonus

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payable to any officer, stockholder, director, consultant or agent of the Company or any of its Subsidiaries having an annual salary or remuneration in excess of $150,000;

(l) any damage, destruction or loss not covered by insurance affecting any asset or property of the Company or any of its Subsidiaries resulting in liability or loss in excess of $500,000;

(m) any change in the independent public accountants of the Company and its Subsidiaries or any material change in the accounting methods or accounting practices followed by the Company or any material change in depreciation or amortization policies or rates;

(n) any material Tax election or any material liability incurred for Taxes other than in the ordinary course of business or any filing of an amended Tax Return; or

(o) any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (a) through (n), subject to any dollar thresholds set forth in items (a) through (n) above.

SECTION 3.7 Assets and Properties. Section 3.7 of the Disclosure Schedule sets forth a true and complete list of all real property owned or leased by the Company or any of its Subsidiaries. Except as set forth in Section 3.7 of the Disclosure Schedule, each of the Company and its Subsidiaries has good fee simple title to, or a valid leasehold interest in, as applicable, all of its owned or leased real property (including all rights, title, privileges and appurtenances pertaining or relating thereto) free and clear of any and all Encumbrances, except for defects in title or failures to be in full force and effect which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has good title to, or a valid leasehold interest in, as applicable, all personal property used in their respective businesses, except for defects in title or failures to be in full force and effect which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Such personal property and the structural elements of the owned and leased property (taken as a whole) are in good operating condition and repair, ordinary wear and tear and deferred maintenance excepted.

SECTION 3.8 Other Agreements. Section 3.8 of the Disclosure Schedule is a true, correct and complete list, as of the date of this Agreement, of each written contract (other than purchase orders and standard sales contracts in the ordinary course of business), agreement, commitment or lease of the Company and its Subsidiaries currently in effect which by its terms (i) is not terminable at will within 12 months and requires future expenditures or receipts or other performance with respect to goods or services having an annual value in excess of $500,000 or (ii) is material to the business, assets, condition (financial or otherwise), financial position, or results of operations of the Company and its Subsidiaries, taken as a whole. True, correct and complete copies of all such documents have previously been made available to Buyer. All of such contracts, agreements, commitments and leases are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have a Company Material Adverse Effect, and all are enforceable against the Company or its applicable Subsidiary and, to the knowledge of the Company, the other parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,

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reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to such contracts, agreements, commitments and leases is in breach of or default under any obligation thereunder or has given notice of default to any other party thereunder, in each case which breach or default has had or would reasonably be expected to have a Company Material Adverse Effect and, to the knowledge of the Company, no condition exists that with notice or lapse of time would constitute a material default thereunder.

SECTION 3.9 Environmental Matters. Each of the Company and its Subsidiaries holds all licenses, permits and other governmental authorizations required under all applicable Environmental Laws, except for such licenses, permits and other governmental authorizations the failure to hold which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is in violation of any requirements of any Environmental Laws in connection with the conduct of its business or in connection with the use, maintenance or operation of any real property owned or leased by the Company or any of its Subsidiaries, except for violations which individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no conditions relating to the Company or any of its Subsidiaries or relating to any real property owned or leased by the Company or any of its Subsidiaries that in any such case have had or would reasonably be expected to lead to any material liability of the Company or any of its Subsidiaries under any Environmental Law.

SECTION 3.10 Litigation. Except as set forth in Section 3.10 of the Disclosure Schedule, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened by or before any court or other Governmental Entity against the Company or any of its Subsidiaries which bring into question the validity of this Agreement or has had or would reasonably be expected to have a Company Material Adverse Effect. No injunction, writ, temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Entity seeking or purporting to enjoin or restrain the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has received any notice of any condemnation or eminent domain proceeding affecting any owned or leased real property, and, to the knowledge of the Company, no such action or proceeding has been threatened.

SECTION 3.11 Compliance; Licenses and Permits.

(a) Except as set forth in Section 3.11 (a) of the Disclosure Schedule, each of the Company and its Subsidiaries is in compliance with all Laws applicable to the Company, any of its Subsidiaries or their respective businesses, except for failures to comply which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Each of the Company and its Subsidiaries holds all federal, state, local and foreign governmental licenses and permits that are necessary to conduct their respective

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businesses as presently being conducted, except for such licenses and permits the failure to hold which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.11 (b) of the Disclosure Schedule and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect which individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) such licenses and permits are in full force and effect, (ii) no material violations are or have been recorded in respect of any thereof, (iii) no proceeding is pending or, to the knowledge of the Company, threatened in writing, to revoke or limit any thereof and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation or termination of any such license or permit.

SECTION 3.12 Intellectual Property. Except as set forth in Section 3.12 of the Disclosure Schedule, each of the Company and its Subsidiaries owns or has licensed or otherwise has the right to use all Intellectual Property free and clear of any Lien or other adverse claims or interests that are material to the operation of their businesses and are sufficient to operate such businesses after the Effective Time in substantially the same manner as such businesses have been operated prior thereto. To the knowledge of the Company, no Intellectual Property presently owned, sold, licensed from or to third parties or used by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries contemplates owning, selling, licensing from or to third parties or using, and no products or services distributed, sold or offered by the Company or any of its Subsidiaries infringes upon Intellectual Property owned by others. There is no pending or, to the knowledge of the Company, threatened in writing claim, action or proceeding against the Company or any of its Subsidiaries contesting or questioning the validity or enforceability of any Intellectual Property or the right of the Company or any of its Subsidiaries to own, sell, license or use any Intellectual Property presently owned, sold, licensed or used by the Company or any of its Subsidiaries. To the knowledge of the Company, no third party is misappropriating or infringing any material Intellectual Property owned by the Company or any of its Subsidiaries in any material respect.

SECTION 3.13 Tax Matters. Except as set forth in Section 3.13 of the Disclosure Schedule:

(a) Each of the Company and its Subsidiaries has timely filed (taking into account applicable extensions) all material Tax Returns required to be filed by it and paid all Taxes shown to be due on such Tax Returns. All such Tax Returns are true, correct and complete in all material respects. The Company and each of its Subsidiaries has made adequate provision (or adequate provision has been made on its behalf), in accordance with GAAP, for all accrued Taxes not yet due.

(b) The Company and its Subsidiaries have withheld and paid over all material Taxes required to have been withheld and paid over, and complied in all material respects with the rules and regulations relating to the withholding or remittance of Taxes.

(c) None of the Company or any of its Subsidiaries has requested any extension of time within which to file any Tax Return, which Tax Return has not since been

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filed. There are no outstanding waivers or comparable consents that have been given by the Company or any of its Subsidiaries regarding the application of any statute of limitations with respect to any Taxes or Tax Returns of the Company or any such Subsidiary. There are no audits, administrative proceedings or court proceedings relating to Taxes or Tax Returns of the Company or any Subsidiary currently pending, or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries. There are no material Liens on any assets of the Company or any Subsidiary with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedings. To the knowledge of the Company, no claim has been made by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries has not filed a Tax Return that the Company or such Subsidiary is required to file a Tax Return in such jurisdiction.

(d) Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries is a party to any Tax sharing or Tax indemnity agreement or any other agreement of a similar nature that remains in effect.

(e) None of the Company or any of its Subsidiaries has taken any reporting position on a Tax Return, which reporting position (i) if not sustained would be reasonably likely, absent disclosure, to give rise to a penalty for substantial understatement of federal income tax under Section 6662 of the Code (or any similar provision of state, local or foreign Tax law), and (ii) has not adequately been disclosed on such Tax Return in accordance with Section 6662(d)(2)(B) of the Code (or similar provision of state, local or foreign Tax law)

(f) At the Effective Time, neither the Company nor any Subsidiary will have made or will be obligated to make any payments that constitute “parachute payments” within the meaning of Section 280G of the Code.

SECTION 3.14 Labor Relations; Employees.

(a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, as of the date hereof, to the knowledge of the Company: (i) the Company is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours or work and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other applicable Laws, (ii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any similar state or foreign agency, (iii) there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting or threatened in writing against the Company, (iv) the Company is not a party to or bound by any collective bargaining or similar agreement and (v) there are no union organizing activities among the employees of the Company.

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(b) Section 3.14(b) of the Disclosure Schedule contains a list of each written pension, profit-sharing or other retirement, compensation, employment or termination agreement, deferred compensation, stock option, stock appreciation, stock purchase, performance share, bonus or other incentive, severance or termination pay, health, and group insurance plan, program or arrangement, as well any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that the Company and its Subsidiaries sponsor, maintain, or contribute to with respect to employees of the Company and its Subsidiaries, or with respect to which the Company or any Subsidiary has any liability (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”).

(c) The Company has made available to Buyer or Buyer’s counsel a true and complete copy of each Plan, all amendments thereto, the most recent IRS determination letter (if any), and the most recent annual report (if any) required to be filed in connection with such Plan.

(d) Each Plan that is intended to be “qualified” within the meaning of Section 401 (a) of the Code is so qualified and has received a favorable determination letter from the IRS that remains in effect on the date hereof. To the knowledge of the Company, no event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan.

(e) All contributions due with respect to any Plan that is subject to Title I of ERISA have been made as required under ERISA and have been accrued on the Company Financials, in accordance with GAAP (except as indicated in the notes thereto). The reserves reflected in the Company Financials for the obligations of the Company under all Plans are adequate and were determined in accordance with GAAP.

(f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA.

(g) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the past five years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA).

(h) Neither the Company nor any of its ERISA Affiliates has engaged in a “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan; to the knowledge of the Company, no “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan.

(i) To the knowledge of the Company, each Plan has been operated substantially in accordance with its material terms and applicable Laws, and will continue to be so operated until the Closing Date.

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(j) Other than routine claims for benefits, to the knowledge of the Company, there are no actions, claims, lawsuits or arbitrations pending or threatened in writing with respect to any Plan.

(k) Except as set forth in Section 3.14(k) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) result in any material payment becoming due to any employee of the Company, (B) materially increase any benefits otherwise payable under any Plan, or (C) result in the acceleration of time of payment or vesting of any such benefits to any material extent.

(l) Except as set forth in Section 3.14(1) of the Disclosure Schedule, no Plan provides welfare benefits after termination of employment except to the extent required by applicable law.

SECTION 3.15 Transactions with Related Parties. To the knowledge of the Company, except as set forth in Section 3.15 of the Disclosure Schedule, no executive officer, director or Affiliate of the Company or any of its Subsidiaries, and no relative or spouse of any such officer, director or Affiliate: (i) owns, directly or indirectly, any interest in (excepting less than 5% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any Person which is a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its Subsidiaries, (ii) owns, directly or indirectly, in whole or in part, any material property that the Company or any of its Subsidiaries uses in the conduct of its business or (iii) has any cause of action or other claim whatsoever against, or owes any amount to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements arising in the ordinary course of business.

SECTION 3.16 Inventory. The inventory described in the Company Financials is the only inventory used or held for use in the business of the Company and its Subsidiaries, subject to changes in inventory in the ordinary course of business consistent with past practice, and is valued for financial statement purposes at the lower of cost or market value.

SECTION 3.17 Brokers. Except for Banc of America Securities, LLC, the fees and expenses of which are included in the Transaction Expenses, no agent, broker, investment banker, person or firm acting on behalf of the Company or any of its Subsidiaries or under the authority of the Company or any of its Subsidiaries is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.

SECTION 3.18 Insurance. Section 3.18 of the Disclosure Schedule contains a list of each material insurance policy maintained with respect to the business of the Company and its Subsidiaries. Except as set forth on Section 3.18 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in material default with respect to its obligations under any material insurance policy maintained by them. Neither the Company nor any of its Subsidiaries has received written notice of termination, cancellation or non-renewal of any such insurance policies from any of its insurance brokers or carriers. The Company has complied

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with each such insurance policy except where the failure to so comply has not had and would not reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.19 Takeover Statutes. To the Company’s knowledge, no state takeover statutes are applicable to the Merger or this Agreement, and the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

Buyer and Merger Sub jointly and severally represent and warrant to the Company and the Principal Stockholder as follows:

SECTION 4.1 Organization; Power and Authority. Each of Buyer and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each of Buyer and Merger Sub has made available to the Company and the Principal Stockholder complete and correct copies of the constitutive documents of each of Buyer and Merger Sub, in each case as amended to the date of this Agreement. Each of Buyer and Merger Sub is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its business as now being conducted, except for any failure to so qualify or be in good standing which individually or in the aggregate has not had and would not reasonably be expected to have a Buyer Material Adverse Effect.

SECTION 4.2 Authority; Approvals. The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby are within their respective corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub (other than the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Sub, and (assuming due authorization, execution and delivery by the Company, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.

SECTION 4.3 Conflicts; Consents. The execution, delivery and performance by each of Buyer and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby does not and will not (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of Buyer or Merger Sub, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of Buyer or Merger Sub is a party, or by which any such Person or its properties or assets are bound or (iii) violate any Laws applicable to Buyer or Merger Sub or any such Person’s properties or assets,

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except where the occurrence of any of the foregoing described in clauses (ii) or (iii) above has not had and would not reasonably be expected to have a Buyer Material Adverse Effect or prevent or materially delay the consummation of the Merger. Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) any filings as may be required under the DGCL in connection with the Merger and (C) such consents, approvals, notifications, registrations or filings the failure to obtain which has not had and would not reasonably be expected to have a Buyer Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation of the transactions contemplated hereby.

SECTION 4.4 Investment Representation. Buyer and each of its equity holders is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of its ownership of the Shares, and further acknowledges that the Shares have not been registered under the federal securities laws or under any state or foreign securities laws, and that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transaction is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities laws or pursuant to an exemption from registration thereunder.

SECTION 4.5 Brokers. No agent, broker, investment banker, person or firm acting on behalf of Buyer or Merger Sub or under the authority of Buyer or Merger Sub is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with the Merger or any of the transactions contemplated hereby.

SECTION 4.6 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Buyer or Merger Sub, threatened in writing by or before any court or other Governmental Entity against Buyer or Merger Sub which bring into question the validity of this Agreement or has had or would reasonably be expected to have a Buyer Material Adverse Effect. No injunction, writ, temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Entity seeking or purporting to enjoin or restrain the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer or Merger Sub of the transactions contemplated hereby.

SECTION 4.7 Funds. Buyer will have available to it at the Effective Time all funds necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder (including all payments to be made pursuant to Section 2.3).

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER

The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows:

SECTION 5.1 Authority; Binding Agreement. The Principal Stockholder has all requisite authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation of the transactions contemplated hereby are within its partnership powers and have been duly and validly authorized by all necessary partnership action on the part of the Principal Stockholder. This Agreement has been duly executed and delivered by the Principal Stockholder, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Company and Stockholders’ Representative) constitutes the valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.

SECTION 5.2 Title to Shares. The Principal Stockholder holds of record and beneficially owns all of the Shares listed on Section 5.2 of the Disclosure Schedule as owned by the Principal Stockholder (the “Principal Stockholder Shares”) and owns no securities issued by, or other obligations of, the Company other than the Principal Stockholder Shares. Except as set forth on Section 5.2 of the Disclosure Schedule, the Principal Stockholder’s Principal Stockholder Shares are held by the Principal Stockholder free and clear of all Encumbrances, restrictions on transfer (other than restrictions under the Securities Act and state securities law), rights of first refusal and voting trust, proxy, or other agreements or understandings. Except as set forth on Section 5.2 of the Disclosure Schedule, the Principal Stockholder is not a party to any option, warrant, right, contract, call, put, or other agreement or commitment relating to the capital stock of the Company or providing for the disposition or acquisition of any capital stock or other equity rights of the Company, other than this Agreement. The representations and warranties made by the Company in Section 3.3 are true and correct.

ARTICLE VI

CERTAIN COVENANTS

SECTION 6.1 Conduct of Business.

(a) From the date of this Agreement until the Closing, except as set forth on Section 6.1(a) of the Disclosure Schedule or as permitted or required by this Agreement or otherwise consented to by Buyer in writing, the Company shall operate its business only in the ordinary course of business consistent with past practice. The Company shall use its commercially reasonable efforts to:

(i) preserve intact the present organization of the Company and its Subsidiaries;

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(ii) keep available the services of the present officers and employees of the Company;

(iii) preserve the Company’s goodwill and relationships with customers, suppliers, licensors, licensees, contractors, distributors, lenders and other Persons having significant business dealings with the Company and its Subsidiaries;

(iv) continue all current sales, marketing and other promotional policies, programs and activities;

(v) maintain the assets of the Company and its Subsidiaries in good repair, order and condition; and

(vi) maintain the Company’s insurance policies and risk management programs, and in the event of casualty, loss or damage to any assets of the Company or any of its Subsidiaries, repair or replace such assets with assets of comparable quality, as the case may be;

(b) Without limiting the generality of the foregoing, except as set forth on Section 6.1(b) of the Disclosure Schedule, the Company shall not, without the prior written consent of Buyer, directly or indirectly:

(i) cause or permit any material adverse change in the business, assets, condition (financial or otherwise), financial position, or results of operations of the Company and its Subsidiaries, taken as a whole (other than (A) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which the Company operates, unless such changes or effects have a disproportionate effect on the Company or the industry in which the Company operates, or (B) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby);

(ii) incur any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due), other than obligations under customer contracts, current obligations and other liabilities incurred in the ordinary course of business consistent with past practice;

(iii) pay, discharge, satisfy or settle any material claim or obligation, except in the ordinary course of business consistent with past practice;

(iv) other than regularly scheduled dividends on, and redemptions of, the Redeemable Preferred Stock, declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries;

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(v) issue or sell, or enter into any contract for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares of Common Stock upon the conversion of shares of Convertible Preferred Stock or the exercise of outstanding Warrants or Options);

(vi) sell, assign, pledge, encumber, transfer or otherwise dispose of any material asset of the Company or any of its Subsidiaries (excluding in all events sales of assets no longer useful in the operation of the business and sales of inventory to customers in the ordinary course of business consistent with past practice), or sell, assign, transfer or otherwise dispose of any material Intellectual Property or any other material intangible assets of the Company or any of its Subsidiaries;

(vii) create any Encumbrance on any property of the Company or any of its Subsidiaries, except for (A) Encumbrances created in the ordinary course of business consistent with past practice and (B) Encumbrances that do not materially impair the value or use of any of the Company’s or its Subsidiaries assets;

(viii) write down the value of any asset of the Company or any of its Subsidiaries or write off as uncollectible any accounts or notes receivable of the Company or any of its Subsidiaries or any portion thereof, other than write-downs or write-offs which are reserved for on the consolidated balance sheet contained in the Company Financials or which do not exceed $500,000 in the aggregate;

(ix) cancel any material debts or claims or amend, terminate or waive any rights of material value to the Company or any of its Subsidiaries;

(x) incur any material capital expenditures or commitments or additions to property, plant or equipment of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business and consistent with the Company’s capital expenditure budget;

(xi) except in each case for regular annual increases, increase the compensation of employees of the Company or any of its Subsidiaries (including any increase pursuant to any written bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment), or increase any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company or any of its Subsidiaries having an annual salary or remuneration in excess of $150,000;

(xii) incur any damage, destruction or loss not covered by insurance affecting any asset or property of the Company or any of its Subsidiaries resulting in liability or loss in excess of $500,000;

(xiii) change the independent public accountants of the Company and its Subsidiaries or materially change the accounting methods or accounting practices followed by the Company or any material change in depreciation or amortization policies or rates;

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(xiv) make any material Tax election or incur any material liability for Taxes other than in the ordinary course of business or any filing of an amended Tax Return; or

(xv) take or agree in writing or otherwise take any of the actions described in (i) through (xiv) above or any other action which would reasonably be expected to prevent the satisfaction of any condition to closing set forth in Article VII.

SECTION 6.2 Access and Information; Confidentiality.

(a) Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article IX, the Company shall allow Buyer and its financing parties and their respective representatives to make such reasonable investigation of the business, operations and properties of the Company as Buyer deems reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the properties, books, records and commitments of the Company. The Company shall furnish Buyer and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request. All access and investigation pursuant to this Section 6.2 shall be coordinated through the Company’s Executive Vice President and General Counsel, shall occur only upon reasonable notice and during normal business hours and shall be conducted at Buyer’s expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries.

(b) The parties hereto will hold any information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties hereto shall promptly return or destroy such information in accordance with the Confidentiality Agreement.

SECTION 6.3 Approval of the Stockholders of the Company.

(a) (i) Subject to the exercise of the Board of Directors of the Company’s fiduciary duties, the Board of Directors of the Company shall unanimously recommend that the Company’s stockholders vote in favor of the adoption of this Agreement in any meeting or written consent of stockholders of the Company and (ii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Buyer, the recommendation of the Board of Directors of the Company that the Company’s stockholders vote in favor of the adoption of this Agreement.

(b) Within ten Business Days following the date of an action by written consent of the stockholders of the Company in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL, the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to Section 262 of the DGCL to each

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holder of record of capital stock of the Company that has not theretofore executed and delivered such action by written consent (the “Dissenters’ Rights Notice”). The Dissenters’ Rights Notice shall comply in all material respects with applicable Law. The Company shall take all actions, and do or cause to be done, all things necessary, proper or advisable to deliver the Dissenters’ Rights Notice and any subsequent notice required to be delivered, or subsequent action to be taken with respect to Dissenting Shares, pursuant to the DGCL and other applicable Law.

SECTION 6.4 Reasonable Efforts; Further Assurances.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions set forth in Article VII are satisfied, insofar as such matters are within the control of any of them, including, without limitation, making the requisite filings pursuant to the HSR Act. Without limiting the generality of the foregoing, and subject to Section 6.2, the Company and the Principal Stockholder, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing.

(b) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any party hereto for such purposes or otherwise to complete or perfect the transactions contemplated by this Agreement.

(c) The Company shall, to the extent Buyer may reasonably request in connection with any third-party financing Buyer and Merger Sub may seek to obtain in order to fund the transactions contemplated by this Agreement and to refinance the existing indebtedness of the Company, use its commercially reasonable efforts, to: (i) cooperate in the preparation of any offering memorandum or similar document, (ii) make senior management of the Company reasonably available for customary “roadshow” presentations, (iii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, (iv) enter into customary agreements with underwriters, initial purchasers or placement agents, (v) enter into or help procure pledge and security documents, landlord waivers, other definitive financing documents or other requested certificates or documents and (vi) cause the Series D Notes to be redeemed or repurchased on the Closing Date. Notwithstanding the forgoing, nothing in this Agreement shall require the Board of Directors of the Company to take any action to approve any third party financing provided in connection with the Merger.

SECTION 6.5 Public Announcements. The parties hereto agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable Law, will not issue any such press release or make any such public statement prior to such consultation.

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SECTION 6.6 Indemnification of Directors and Officers. For six years from and after the Closing Date, Buyer will cause the Surviving Corporation and its successors to indemnify and hold harmless the present and former officers, directors, employees and agents of the Company and its Subsidiaries in respect of acts or omissions occurring on or prior to the Closing Date to the extent provided under the Company’s restated and corrected certificate of incorporation and by-laws in effect on the date of this Agreement; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. For six years from and after the Closing Date, Buyer will cause the Surviving Corporation and its successors to maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Closing Date covering each Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms and in amounts comparable to those of such policy in effect on the date of this Agreement.

SECTION 6.7 Section 280G. With respect to each employee of the Company who is, or would reasonably be expected to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code), the Company shall (i) ensure that any payments that would otherwise constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) shall be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(A)(ii) of the Code, and (ii) take all actions necessary to so exempt such payments (including, without limitation, obtaining any necessary waivers or consents from such “disqualified individuals”) as soon as reasonably practicable following the date of this Agreement. Within a reasonable period of time prior to taking such actions, the Company shall deliver to the Buyer and its counsel for review and comment a copy of any documents or agreements necessary to effect this Section 6.7, including but not limited to, any consent form, disclosure statement or waiver.

SECTION 6.8 Expenses. Each party hereto shall bear its own fees, costs and expenses incurred in the pursuit of the transactions contemplated by this Agreement, including the fees and expenses of its respective counsel, financial advisors and accountants; provided that Buyer shall pay, or cause to be paid, all Transaction Expenses as provided in Section 2.3.

SECTION 6.9 Continuity of Employees and Employee Benefits. For a period of one (1) year following the Closing, Buyer and the Surviving Corporation shall provide employees of the Surviving Corporation who were employees of the Company and its Subsidiaries immediately prior to the Closing with annual rates of base salary or hourly wages, as applicable, annual incentive opportunities and coverage and benefits pursuant to employee benefit plans, programs, policies and arrangements that are, in the aggregate, not materially less favorable than the compensation and benefits provided to such employees under the Plans immediately prior to the Closing. Where applicable, each such employee shall receive full credit for service with the Company and its ERISA Affiliates (including predecessor companies) for purposes of determining eligibility to participate, vesting and accrual under each employee benefit plan, program, policy or arrangement to be provided by Buyer or the Surviving Corporation to such employee to the same extent such service was recognized under the applicable Plan immediately prior to the Closing except where such crediting would result in duplicate benefits. In addition, as of the Effective Time, Buyer and the Surviving Corporation shall assume all obligations, liabilities or commitments with respect to continued participation in health programs required under the Consolidated Omnibus Budget Reconciliation Act of 1985,

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as amended, and the rules and regulations promulgated thereunder (“COBRA”), for all “M&A qualified beneficiaries” (within the meaning of 26 C.F.R. § 54.4980B-9, Q&A-4).

SECTION 6.10 Supplemental Information. Prior to Closing, the Company will inform Buyer and Merger Sub promptly upon becoming aware of any facts, matters or circumstances arising after the date hereof which individually or in the aggregate have or would reasonably be expected to have a Company Material Adverse Effect or that would make any representation or warranty set forth in Article III or V untrue as of the Closing Date.

SECTION 6.11 Tax Matters.

(a) Buyer shall be liable for all Transfer Taxes arising from the transactions contemplated by this Agreement. “Transfer Taxes” means all sales, use, real property transfer, real property gains, transfer, stamp, registration, documentary, recording or similar Taxes, together with any interest thereon, penalties, fines, costs, fees or additions to tax. The parties will cooperate with each other in timely making all filings, returns and forms as may be required in connection with the payment of any Transfer Taxes.

(b) The Company shall deliver to Buyer a certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3) stating that the Shares are not a U.S. real property interest as defined in Section 897(c) of the Code.

ARTICLE VII

CONDITIONS PRECEDENT

SECTION 7.1 Conditions Precedent to Obligations of Each Party. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

(a) Approvals. All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity, which the failure to obtain, make or occur would have the effect of making the Merger or any of the transactions contemplated hereby illegal or would have a Buyer Material Adverse Effect or a Company Material Adverse Effect, as the case may be, assuming the Merger had taken place, shall be in effect.

(b) No Litigation or Injunction. There shall not be instituted or pending any suit, action or proceeding by any Governmental Entity relating to this Agreement or any of the agreements contemplated hereby or any of the transactions contemplated herein.

(c) Stockholder Approval. The Merger shall have been duly approved by holders of the Company’s capital stock as required by the Company’s restated and corrected certificate of incorporation and the DGCL.

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SECTION 7.2 Conditions Precedent to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties; Performance of Obligations. Each of the Company’s representations and warranties contained in Article III (without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” qualification on such representations and warranties) shall be true and correct on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing. Buyer shall have received a certificate dated the Closing Date and signed by an authorized officer of the Company, certifying that the conditions specified in this Section 7.2(a) have been satisfied.

(b) Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date hereof and be continuing.

(c) Dissenting Shares. No more than ten percent of the shares of the Company’s capital stock outstanding on the date hereof shall be Dissenting Shares.

(d) Annex and Certificate Delivery. The Company shall have delivered to Buyer each of the Net Funded Indebtedness Annex, the Change of Control Annex, the Aggregate Gross-up Amount Annex, the Aggregate Dividend Annex, the Redemption Amount Annex and the Capital Structure Certificate in accordance with Section 2.4 and a certificate in accordance with Section 6.12(b).

(e) Director Resignations. The Company shall have delivered to Buyer a resignation from each member of the Board of Directors of the Company or comparable body for each Subsidiary of the Company, unless specified by Buyer no later than five Business Days prior to Closing.

(f) Delivery of Share Certificates. The Principal Stockholder shall have delivered to Buyer the certificates representing the Shares held by the Principal Stockholder and its Affiliates or affidavits of lost certificates reasonably acceptable to the Buyer.

(g) Charlesbank Management Agreement. The Company shall have terminated its oral agreement with Charlesbank Capital Partners, LLC regarding the payment of certain management fees.

(h) Termination of Agreements with Equity Holders. The Company shall have terminated each of (i) the Warrantholder Agreement, dated as of May 21, 1999, between and among the Company, The 1818 Mezzanine Fund, L.P. (“The 1818 Fund”) and Charlesbank

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and (ii) the Amended and Restated Registration Rights Agreement, dated as of May 21, 1999, between and among the Company, The 1818 Fund and Charlesbank.

(i) Delivery of Audited Financial Statements. The Company shall have delivered to Buyer the consolidated audited balance sheet of the Company as of January 1, 2005 and the related consolidated audited statements of operations, stockholders’ equity and cash flows of the Company for the period ended on January 1, 2005, together with the related notes thereto and accompanied by the opinion thereon of the independent accountants of the Company (collectively, the “Audited Financial Statements”), and the Company’s earnings before interest, taxes, depreciation and amortization calculated in accordance with the Audited Financial Statements shall not be less than $59.0 million.

SECTION 7.3 Conditions Precedent to Obligations of the Company and the Principal Stockholder. The obligations of the Company and the Principal Stockholder to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

(a) Performance of Obligations: Representations and Warranties. Each of Buyer’s and Merger Sub’s representations and warranties contained in Article IV of this Agreement (without giving effect to any “material”, “materiality” or “Buyer Material Adverse Effect” qualification on such representations and warranties) shall be true and correct on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Buyer Material Adverse Effect. Buyer and Merger Sub shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by them prior to or at the Closing. The Company shall have received a certificate dated the Closing Date and signed by an authorized officer of Buyer, certifying that the conditions specified in this Section 7.3(a) have been satisfied.

(b) Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.

ARTICLE VIII

STOCKHOLDERS’ REPRESENTATIVE

SECTION 8.1 Stockholders’ Representative.

(a) Appointment. Each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, constitutes and appoints Stockholders’ Representative to act as such Person’s representative under this Agreement, with full authority to act on behalf of, and to bind, each such Person for purposes of this Agreement, and Stockholders’ Representative accepts such appointment. Stockholders’

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Representative shall have full power and authority to represent all of such holders and their successors with respect to all matters arising under this Agreement and all actions taken by Stockholders’ Representative hereunder and thereunder shall be binding upon all such holders and their successors as if expressly confirmed and ratified in writing by each of them. Stockholders’ Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement for and on behalf of such holders, as fully as if such holders were acting on their own behalf, including, without limitation, dealing with Buyer and the Paying Agent under this Agreement with respect to all matters arising under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, accountants or other Stockholders’ Representatives, in connection with the foregoing matters. Without limiting the generality of the foregoing, Stockholders’ Representative shall have full power and authority to effect and interpret all the terms and provisions of this Agreement and to consent to any amendment hereof or thereof on behalf of all such holders and their successors.

(b) Indemnification of Stockholders’ Representative. Stockholders’ Representative may act upon any instrument or other writing believed by Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, except for its own willful default or gross negligence. Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, from all losses, costs and expenses (including attorneys’ fees) that may be incurred by Stockholders’ Representative as a result of Stockholders’ Representative’s performance of its duties under this Agreement; provided that Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by Stockholders’ Representative as a result of its own willful default or gross negligence.

(c) Reasonable Reliance. In the performance of its duties hereunder, Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, or Buyer. Stockholders’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

(d) Attorney-in-Fact.

(i) Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, with full power in their name and on their behalf to act according to the terms of this Agreement in the absolute discretion of Stockholders’ Representative; and in general to do all things and to perform all acts including, without limitation, executing and

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delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement. Such appointment shall be deemed to be a power coupled with an interest.

(ii) This power of attorney and all authority hereby conferred is granted and shall be irrevocable, subject to replacement of Stockholders’ Representative pursuant to Section 8.1(f), and shall not be terminated by any act of any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, by operation of Law, whether by such holder’s death, disability, protective supervision or any other event.

(iii) Notwithstanding the power of attorney granted in this Section 8.1, no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of a Stockholder (other than a holder of Dissenting Shares), or a Warrant Holder or a Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, having signed or given such act or document directly instead of Stockholders’ Representative.

(e) Liability. If Stockholders’ Representative is required to determine the occurrence of any event or contingency, Stockholders’ Representative shall, in making such determination, be liable to each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, only for Stockholders’ Representative’s proven bad faith as determined in light of all the circumstances, including the time and facilities available to it in the ordinary conduct of business. In determining the occurrence of any such event or contingency, Stockholders’ Representative may request from any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, or any other Person such reasonable additional evidence as Stockholders’ Representative in its sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and may at any time inquire of and consult with others, including any Stockholder (other than a holder of Dissenting Shares) or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, and Stockholders’ Representative shall not be liable to any such holder for any damages resulting from its delay in acting hereunder pending its receipt and examination of additional evidence requested by it.

(f) Successor Representatives. Stockholders’ Representative shall designate one or more Persons to serve as successor Stockholders’ Representative in the event of its death, incapacity, bankruptcy or dissolution which Person or Persons shall in such event succeed to and become vested with all the rights, powers, privileges and duties of Stockholders’ Representative under this Agreement. Each successor Stockholders’ Representative shall designate one or more successors to serve as Stockholders’ Representative in the event of such successor Stockholders’ Representative’s death, incapacity, bankruptcy or dissolution.

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ARTICLE IX

TERMINATION

SECTION 9.1 Termination by Mutual Consent. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by mutual written consent of the Company and Buyer.

SECTION 9.2 Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29, 2005; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.

SECTION 9.3 Termination by the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of the Board of Directors of the Company, if the Company is not in material breach of its obligations under this Agreement and there is a breach by Buyer or Merger Sub of any material representation, warranty, covenant or other agreement of them contained in this Agreement and such breach has not been cured within 30 days after written notice thereof to Buyer, or such breach cannot be cured, and would cause a condition set forth in Section 7.3(a) to be incapable of being satisfied.

SECTION 9.4 Termination by Buyer. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by written notice given to the Company by Buyer:

(a) if Buyer is not in material breach of its obligations under the Agreement and there is a breach by the Company or the Principal Stockholder of any material representation, warranty, covenant or other agreement of the Company or the Principal Stockholder, as the case may be, contained in this Agreement, and such breach has not been cured within 30 days after written notice thereof to the Company or the Principal Stockholder, as the case may be, or such breach cannot be cured, and would cause a condition set forth in Section 7.2(a) to be incapable of being satisfied; or

(b) if the Principal Stockholder fails to execute and deliver to the Secretary of the Company (with a copy to Buyer), within 12 hours of the execution and delivery of this Agreement, an action by written consent of stockholders in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL substantially in the form attached hereto as Exhibit A.

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SECTION 9.5 Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, written notice thereof shall be given to the other parties hereto, and this Agreement (other than as set forth in this Section 9.5 and other than Sections 6.5 [Public Announcements] and 6.8 [Expenses] and Articles X and XI) shall become void and of no effect with no liability on the part of any party hereto (or of any of its respective directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement. If this Agreement is terminated and the Merger is abandoned pursuant to this Article IX, all confidential information received by Buyer or its representatives and Affiliates with respect to the Company, its Subsidiaries and their respective Affiliates shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

ARTICLE X

MISCELLANEOUS

SECTION 10.1 Entire Agreement. This Agreement (including the annexes, exhibits and schedules hereto) and the Confidentiality Agreement set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and, except as set forth in this Agreement, there are no representations or warranties, express or implied, made by any party to this Agreement with respect to the subject matter of this Agreement and the Confidentiality Agreement. Except for the matters set forth in the Confidentiality Agreement, any and all previous agreements and understandings between or among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein.

SECTION 10.2 Assignment and Binding Effect. This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties hereto; provided, however, that Buyer shall be permitted to assign this Agreement to any Affiliate of Buyer or any Person with whom such Affiliate has an administrative relationship (provided that Buyer shall remain liable for all of its obligations hereunder following such assignment). All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

SECTION 10.3 Notices. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed given only if delivered to such party personally or sent to such party by facsimile transmission (promptly followed by a hard-copy delivered in accordance with this Section 10.3) or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below:

If to Buyer, Merger Sub or the Surviving Corporation:

American Tire Distributors Holdings, Inc./ATD MergerSub, Inc.

c/o Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Telecopy: (212) 351-4035

Attention: E. Michael Greaney, Esq.

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with a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Telecopy: (212) 351-4035

Attention: Sean P. Griffiths, Esq.

If to the Company:

American Tire Distributors, Inc.

12200 Herbert Wayne Court Suite 150

Huntersville, North Carolina 28070

Facsimile: 704-947-1919

Attention: J. Michael Gaither

with a copy to:

Covington & Burling

1330 Avenue of the Americas

New York, New York 10019

Facsimile: 212-841-1010

Attention: Scott F. Smith

If to Charlesbank:

Charlesbank Equity Fund IV, Limited Partnership

c/o Charlesbank Capital Partners, LLC

600 Atlantic Avenue

26th Floor

Boston, Massachusetts 02210

Facsimile: 617-619-5402

Attention: Tim R. Palmer

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If to Stockholders’ Representative:

Charlesbank Capital Partners, LLC

600 Atlantic Avenue

26th Floor

Boston, Massachusetts 02210

Facsimile: 617-619-5402

Attention: Tim R. Palmer

or to such other address or Person as any party hereto may have specified in a notice duly given to the other parties hereto as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed.

SECTION 10.4 Amendment and Modification. This Agreement may be amended, modified or supplemented at any time prior to the Effective Time by mutual agreement of Buyer, the Company and the Principal Stockholder, except as provided in Section 251(d) of the DGCL. Any amendment, modification or revision of this Agreement and any waiver of compliance or consent with respect hereto shall be effective only if in a written instrument executed by the parties hereto.

SECTION 10.5 Governing Law; Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT THAT THE CONSUMMATION AND EFFECTIVENESS OF THE MERGER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

(b) EACH OF THE PARTIES HERETO (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (III) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY.

SECTION 10.6 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONFIDENTIALITY AGREEMENT OR BY THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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SECTION 10.7 Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of the Agreement shall remain in full force and effect. Upon such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties hereto to the fullest extent permitted by applicable Law.

SECTION 10.8 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 10.9 Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court in the United States or any state having jurisdiction, subject to Section 10.5(b), this being in addition to any other remedy to which they are entitled at law or in equity.

SECTION 10.10 Non-Survival of Representations and Warranties; No Recourse. Notwithstanding anything to the contrary contained herein, no representations or warranties in this Agreement shall survive the Merger, except that the representations in Sections 5.1 and 5.2 shall survive the Merger indefinitely. Subject to the foregoing, in no event shall Buyer or the Surviving Corporation, on the one hand, or the Company, Stockholders’ Representative or the Principal Stockholder, on the other hand, have any recourse against (i) the Company, Stockholders’ Representative, the Principal Stockholder, or the respective present or former directors, officers, stockholders, warrant holders or option holders of the Company, Stockholders’ Representative and the Principal Stockholder or (ii) Buyer, the Surviving Corporation or the respective present or former directors, officers, stockholders, warrant holders or option holders of Buyer or the Surviving Corporation, as the case may be, or any Affiliates, representatives or agents thereof with respect to any representation or warranty made by the Company, the Principal Stockholder, Stockholders’ Representative, Buyer or Merger Sub in this Agreement.

SECTION 10.11 Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO (INCLUDING ITS RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS THE CASE MAY BE, HEREUNDER) FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION PURSUANT TO ARTICLE IX, WHETHER FOR BREACH OF REPRESENTATION OR WARRANTY OR COVENANT OR OTHER AGREEMENT OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HERETO HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.

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SECTION 10.12 Disclosure Schedule. The representations and warranties contained in Article III and V are qualified by reference to the Disclosure Schedule attached hereto. The parties hereto agree that the Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations and warranties of the Company or the Principal Stockholder except to the extent expressly provided in this Agreement. Buyer and Merger Sub acknowledge that (i) the Disclosure Schedule may include items or information that the Company or the Principal Stockholder, as the case may be, is not required to disclose under this Agreement, (ii) disclosure of such items or information shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligation of the Company or the Principal Stockholder, as the case may be, under this Agreement and (iii) inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to the Company or the Principal Stockholder, as the case may be. Similarly, in such matters where a representation or warranty is given or other information is provided, the disclosure of any matter in the Disclosure Schedule shall not imply that any other undisclosed matter having a greater value or other significance is material. Buyer and Merger Sub further acknowledge that headings have been inserted on Sections of the Disclosure Schedule for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of this Agreement or the Disclosure Schedule.

ARTICLE XI

DEFINED TERMS; INTERPRETATION

SECTION 11.1 Defined Terms. As used in this Agreement, the terms set forth below shall have the following meanings:

(a) “Affiliate” of a Person means any other Person who directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with such Person.

(b) “Aggregate Dividend Payment” means the sum of (i) the aggregate Series C Dividend Payments and (ii) the aggregate Series D Dividend Payments.

(c) “Aggregate Gross-up Amount” means an amount equal to (i) the quotient of (A) the product of (1) 1 – the maximum aggregate Federal and state income tax rate on long term capital gains for a resident of North Carolina, multiplied by (2) the aggregate amount paid or to be paid to the Company employees listed on Annex 3 as gross compensation income in respect of the cancellation of their Options as contemplated by Section 2.1, or upon the sale pursuant to the Merger of the Common Stock received upon the exercise thereof after the date hereof, in each case to the extent that such Options were intended to constitute “incentive stock options” under the Code (such aggregate amount, the “Aggregate Gross-up Income”), divided by (B) 1 – the maximum aggregate Federal and state ordinary income tax rate (taking into account the deductibility of state income taxes at that rate) for a resident of North Carolina, minus (ii) the Aggregate Gross-up Income.

(d) “Business Day” means a day other than Saturday or Sunday or a day on which banks are required or authorized to close in the State of New York.

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(e) “Buyer Material Adverse Effect” means any event, change or effect that, individually or in the aggregate with all other events, changes or effects, has a material adverse effect on the business, financial condition, assets, liabilities or results of operations of Buyer and its Subsidiaries, taken as a whole, other than (i) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which Buyer operates, unless such changes or effects have a disproportionate effect on the Buyer or the industry in which the Buyer operates, or (ii) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby.

(f) “Capital Structure Certificate” means a certificate executed by the Chief Executive Officer, President or any Executive Vice President of the Company setting forth the pro rata ownership of (i) the number of Shares, Options and Warrants outstanding immediately prior to the Effective Time, and (ii) the number of shares of Common Stock (on a fully-diluted basis) outstanding immediately prior to the Effective Time.

(g) “Cash” means an amount equal to the cash and cash equivalents of the Company as of the close of business on the Settlement Date as determined in accordance with GAAP, consistently applied.

(h) “Change of Control Employees” means those employees of the Company or its Subsidiaries that will receive cash bonuses in connection with the consummation of the Merger, as identified on Section 3.14(k) of the Disclosure Schedule.

(i) “Change of Control Payments” means the amount due to the Change of Control Employees in connection with the consummation of the Merger as determined in accordance with Annex 2.

(j) “Confidentiality Agreement” means the Confidentiality Agreement, dated as of November 2, 2004 between the Company and Investcorp International Inc.

(k) “Code” means the Internal Revenue Code of 1986, as amended.

(l) “Common Stock” means the Common Stock of the Company, par value $0.01 per share.

(m) “Company Financials” means the consolidated balance sheet of the Company and its Subsidiaries at October 2, 2004 and the related consolidated statements of operations, stockholders’ equity and cash flows for the period then ended.

(n) “Company Material Adverse Effect” means any event, change or effect that, individually or in the aggregate with all other events, changes or effects, has a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, other than (i) changes or effects which are or result from occurrences relating to the United States economy generally or the industries in which the Company operates, unless such changes or effects have a disproportionate effect on the Company or the industry in which the Company operates, or (ii) changes or effects which result directly from the announcement of this Agreement, the Merger or the transactions contemplated hereby.

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(o) “Control” means the direct or indirect possession of the power to elect at least a majority of the Board of Directors or other governing body of a Person through the ownership of voting securities, ownership or partnership interests, by contract or otherwise or, if no such governing body exists, the direct or indirect ownership of 50% or more of the equity interests of a Person.

(p) “Convertible Preferred Stock” means (i) the Series C Preferred Stock and (ii) the Series D Preferred Stock.

(q) “Encumbrances” means Liens, security interests, deeds of trust, encroachments, reservations, orders of Governmental Entities, decrees or judgments of any kind.

(r) “Environmental Laws” means all applicable Laws relating to protection and clean-up of the environment and activities or conditions related thereto, including those relating to the generation, handling, disposal, transportation, Release, Remediation of, or exposure of Persons to Hazardous Substances.

(s) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and all Laws promulgated pursuant thereto or in connection therewith.

(t) “ERISA Affiliate” means, with respect to any Person, (i) a member of any “controlled group” (as defined in Section 414(b) of the Code) of which that Person is also a member, (ii) a trade or business, whether or not incorporated, under common control (within the meaning of Section 414(c) of the Code) with that Person or (iii) a member of any affiliated service group (within the meaning of Section 414(m) of the Code) of which that Person is also a member.

(u) “Funded Indebtedness” means the sum of all amounts owing by the Company or its Subsidiaries to repay in full amounts and obligations due with respect to (i) the Revolver, (ii) the Series D Notes, (iii) the Swap Agreement and (iv) all other indebtedness for borrowed money of the Company and its Subsidiaries as of the Settlement Date, including all capital or direct financing leases to which the Company or any of its Subsidiaries is a party, interest accrued through the Settlement Date and any premiums payable upon prepayment or redemption of or tender for any of the foregoing on the Closing Date, in each case as such amounts are outstanding or determined as of the Settlement Date.

(v) “GAAP” means United States generally accepted accounting principles.

(w) “Governmental Entity” means any United States or other national, state, municipal or local government, domestic or foreign, any subdivision, agency, entity, commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

(x) “Hazardous Substances” means any and all hazardous or toxic substances, wastes or materials, any pollutants, contaminants or dangerous materials (including, without limitation, polychlorinated biphenyls, asbestos, volatile and semi-volatile organic compounds, oil, petroleum products and fractions, and any materials which include hazardous constituents or become hazardous, toxic, or dangerous when their composition or state is changed), or any other

40

similar substances or materials which are included under or regulated by any Environmental Laws.

(y) “Intellectual Property” means all of the following in any jurisdiction throughout the world: (i) patents, patent applications and patent disclosures, (ii) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans and Internet domain names, together with all goodwill associated with each of the foregoing, (iii) copyrights and copyrightable works, (iv) registrations and applications for any of the foregoing, (v) trade secrets, confidential information, know-how and inventions, (vi) computer software (including, without limitation, source code, executable code, data, databases and related documentation) and (vii) all other intellectual property.

(z) “knowledge of the Company” or “to the Company’s knowledge” or similar words means the current actual knowledge of any of the individuals listed in Section 11.1 (bb) of the Disclosure Schedule.

(aa) “Laws” means all foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, determinations, writs, injunctions, awards (including, without limitation, awards of any arbitrator), judgments and decrees applicable to the specified Persons.

(bb) “Letter of Transmittal” means (i) the letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery by a Stockholder or a Warrant Holder, as the case may be, of his, her or its Certificates in accordance with the instructions thereto), together with (ii) the instructions thereto for use in effecting the surrender of the Certificates in exchange for the consideration contemplated to be paid pursuant to this Agreement, each in form and substance reasonably acceptable to Buyer and the Company.

(cc) “Liens” means any mortgage, pledge, lien, conditional or installment sale agreement, encumbrance, charge or other claims of third parties of any kind.

(dd) “Net Funded Indebtedness” means Funded Indebtedness minus Cash.

(ee) “Option Cancellation Payment” means, with respect to each Option, an amount equal to the product of (i) the number of shares of Common Stock subject to such Option, multiplied by (ii) (x) the Per Share Common Stock Consideration, minus (y) the per share exercise price of the Option.

(ff) “Option Holder” means a Person holding Options.

(gg) “Option Plans” means the Company’s (i) Amended and Restated 1997 Stock Option Plan, (ii) 1999 Stock Option Plan and (iii) 2002 Stock Option Plan.

(hh) “Options” means the issued and outstanding options to purchase shares of Common Stock, issued pursuant to one of the Option Plans.

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(ii) “Paying Agent” means Bank of America, N.A., or such other financial institution which is reasonably acceptable to Buyer and Stockholders’ Representative and which has been appointed to act as agent for the holders of Shares, Warrants and Options in connection with the Merger and to receive the funds to which such holders shall become entitled pursuant to Article II.

(jj) “Person” means any individual, corporation, partnership, limited partnership, limited liability company, trust, association or entity or Governmental Entity or authority.

(kk) “Preferred Stock” means the Convertible Preferred Stock and the Redeemable Preferred Stock.

(ll) “Principal Stockholder” means Charlesbank.

(mm) “Redeemable Preferred Stock” means (i) the Series A Preferred Stock and (ii) the Series B Preferred Stock.

(nn) “Redemption Amount” means the Series A Liquidation Preference (as such term is defined in the Company’s restated and corrected charter), the Series B Liquidation Preference (as such term is defined in the Company’s restated and corrected charter) and accrued and unpaid dividends on the Redeemable Preferred Stock, all payable to the applicable holders of the Redeemable Preferred Stock in accordance with the Redemption Amount Annex.

(oo) “Release” when used in connection with Hazardous Substances, shall have the meaning ascribed to that term in 42 U.S.C. § 9601(22), but not subject to the exceptions in Subsection (A) and (D) of 42 U.S.C. § 9601(22).

(pp) “Remediation” means (a) any remedial action, response or removal as those terms are defined in 42 U.S.C. § 9601; or (b) any “corrective action” as that term has been construed by Governmental Entities pursuant to 42 U.S.C. § 6924.

(qq) “Revolver” means that certain Third Amended and Restated Loan and Security Agreement, dated as of March 19, 2004, as amended as of April 2, 2004, as further amended as of September 1, 2004, among the Company, certain Subsidiaries of the Company and the lenders party thereto.

(rr) “Securities Act” means the Securities Act of 1933, as amended, and all Laws promulgated pursuant thereto or in connection therewith.

(ss) “Series A Preferred Stock” means the Company’s Series A Cumulative Redeemable Preferred Stock, $.01 par value per share.

(tt) “Series B Preferred Stock” means the Company’s Series B Cumulative Redeemable Preferred Stock, $.01 par value per share.

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(uu) “Series C Dividend Payment” means, with respect to each outstanding share of Series C Preferred Stock, all accrued and unpaid dividends in respect thereof, calculated through the Closing Date.

(vv) “Series C Preferred Stool” means the Company’s Series C Preferred Stock, $.01 par value per share.

(ww) “Series D Dividend Payment” means, with respect to each outstanding share of Series D Preferred Stock, all accrued and unpaid dividends in respect thereof, calculated through the Closing Date.

(xx) “Series D Indenture” means that certain Indenture, dated as of December 1, 1998, as supplemented by that certain Supplemental Indenture dated as of February 22, 1999, as further supplemented by that certain Third Supplemental Indenture, dated as of May 25, 2000, as further supplemented by that certain Fourth Supplemental Indenture, dated as of March 27, 2002, as further supplemented by that certain Fifth Supplemental Indenture, dated as of July 30, 2004, as further supplemented by that certain Sixth Supplemental Indenture, dated as of September 1, 2004, by and among the Company, certain Subsidiaries of the Company and Wachovia Bank, National Association (f/k/a First Union National Bank), as trustee.

(yy) “Series D Notes” means the Company’s Series D 10% Senior Notes Due 2008 issued under the Series D Indenture.

(zz) “Series D Preferred Stock” means the Company’s Series D Preferred Stock, $.01 par value per share.

(aaa) “Settlement Date” means January 1, 2005.

(bbb) “Shares” means (i) the Preferred Stock and (ii) the Common Stock.

(ccc) “Stockholder” means any holder of record of Shares immediately prior to the Effective Time.

(ddd) “Subsidiary” of any Person means another Person under the Control of such Person.

(eee) “Swap Agreement” means that certain Interest Rate Swap Agreement, dated as of March 5, 2003, as amended as of March 19, 2004, as further amended as of July 30, 2004, among the Company, certain Subsidiaries of the Company and Fleet National Bank.

(fff) “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge, together with any interest or penalty, imposed by any Governmental Entity.

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(ggg) “Tax Return” means any return, declaration, report, estimate, information return or other document (including any documents, statements or schedules attached thereto and amendment thereof) required to be filed with any federal, state, local or foreign tax authority with respect to Taxes.

(hhh) “Transaction Expenses” means the fees, expenses, charges and other payments incurred or otherwise payable by the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement.

(iii) “Warrant Cancellation Payment” means, with respect to each Warrant, the product of (i) the number of shares of Common Stock subject to such Warrant immediately prior to the Effective Time, multiplied by (ii) (x) the Per Share Common Stock Consideration, minus (y) the per share exercise price of the Warrant.

(jjj) “Warrant Holder” means a Person holding Warrants.

(kkk) “Warrants” means the issued and outstanding warrants to purchase shares of Common Stock.

SECTION 11.2 Interpretation.

(a) The parties hereto and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the parties hereto with the advice and participation of counsel and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement.

(b) For purposes of this Agreement: (i) the table of contents and headings contained in this Agreement are for reference purposes only and shall in no way modify or restrict any of the terms or provisions hereof, (ii) except as expressly provided herein, the terms “include,” “includes” or “including” are not limiting, (iii) the words “hereof and “herein” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (iv) article, section, paragraph, exhibit, annex and schedule references are to the articles, sections, paragraphs, exhibits, annexes and schedules of this Agreement unless otherwise specified, (v) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders, (vi) a reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns, (vii) a reference to any Laws or other legislation or to any provision of any Law or legislation shall include any amendment to, and any modification or re-enactment thereof, any provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto, (viii) all references to “$” or “dollars” shall be deemed references to United States dollars and (ix) capitalized terms used and not defined in the exhibits, annexes and schedules attached to this Agreement shall have the respective meanings set forth in this Agreement.

[Signature Page Follows]

44

The parties hereto, intending to be legally bound hereby, have duly executed this Agreement and Plan of Merger as of the date first above written.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Don Hardie
	Name: Don Hardie
	Title: Secretary and Treasurer
ATD MERGERSUB, INC.
By:	/s/ Don Hardie
	Name: Don Hardie
	Title: Secretary and Treasurer

AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ Richard P. Johnson
	Name:	Richard P. Johnson
	Title:	Chairman and Chief Executive Officer

PRINCIPAL STOCKHOLDER:
CHARLESBANK EQUITY FUND IV, LIMITED PARTNERSHIP
BY: CHARLESBANK EQUITY FUND IV GP, LIMITED PARTNERSHIP, its General Partner
BY: CHARLESBANK CAPITAL PARTNERS, LLC, its General Partner
By:	/s/ Tim R. Palmer
	Name:	Tim R. Palmer
	Title:	Managing Director
By:	/s/ Mark A. Rosen
	Name:	Mark A. Rosen
	Title:	Managing Director
STOCKHOLDERS’ REPRESENTATIVE:
CHARLESBANK CAPITAL PARTNERS, LLC
By:	/s/ Tim R. Palmer
	Name:	Tim R. Palmer
	Title:	Managing Director
By:	/s/ Mark A. Rosen
	Name:	Mark A. Rosen
	Title:	Managing Director

2

EX-3.1

Exhibit 3.1

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF FEBRUARY, A. D. 2005, AT 4:54 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

/s/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

3920495        8100 050091483 AUTHENTICATION: 3662220 DATE: 02-03-05

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:58 PM 02/03/2005

FILED 04:54 PM 02/03/2005

SRV 050091483 – 3920495 FILE

CERTIFICATE OF INCORPORATION

OF

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

ARTICLE I

NAME OF CORPORATION

The name of the Corporation (the “Corporation”) is:

American Tire Distributors Holdings, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, in the City of Dover 19901, County of Kent, and the name of its registered agent at that address is National Registered Agents, Inc.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The Corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the Corporation shall have authority to issue is one thousand (1000), and each such share shall have a par value of $0.01.

ARTICLE V

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation.

ARTICLE VI

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

ARTICLE VII

LIABILITY

A director of the Corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE VIII

CORPORATE POWER

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE IX

INCORPORATOR

The name and mailing address of the incorporator of the Corporation is:

Alexandra R. Palmer, Corporate Paralegal

c/o Gibson, Dunn & Crutcher, LLP

200 Park Avenue, 47th Floor

New York, NY 10166

ARTICLE X

ELECTION OF INITIAL DIRECTORS

The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The names and mailing addresses of the persons who are to serve as the initial directors of the corporation until the first annual meeting of stockholders of the corporation, or until their successors are duly elected and qualified, are:

Donald Hardie c/o Investcorp 280 Park Avenue, 36th Floor New York, NY 10017 Steven Puccinelli c/o Investcorp 280 Park Avenue, 36th Floor New York, NY 10017

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THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation.

Dated: February 3, 2005

/s/ Alexandra R. Palmer

Alexandra R. Palmer, Incorporator

EX-3.2

Exhibit 3.2

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF MARCH, A.D. 2005, AT 6:55 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

/s/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

3920495 8100 050256260 AUTHENTICATION: 3775669 DATE: 03-29-05

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:00 PM 03/29/2005

FILED 06:55 PM 03/29/2005

SRV 050256260 -3920495 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

(Pursuant to Sections 241 and 245 of the

General Corporation Law of the State of Delaware)

American Tire Distributors Holdings, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”).

DOES HEREBY CERTIFY:

FIRST: That the Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware on February 3, 2005 under the name of America Tire Distributors Holdings, Inc.

SECOND: That the Corporation has not yet received any payment for its capital stock.

THIRD: That the Board of Directors of the Corporation has duly adopted this Amended and Restated Certificate of Incorporation of the Corporation pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware.

FOURTH: That the Certificate of Incorporation of the Corporation is amended and restated in its entirety as follows:

ARTICLE I — NAME

The name of the corporation (hereinafter called the “Corporation”) is American Tire Distributors Holdings, Inc.

ARTICLE II — REGISTERED OFFICE

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808; and the name of the registered agent of the Corporation in the State of Delaware is the Corporation Service Company.

ARTICLE III — PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV — CAPITALIZATION

1. Definitions. As used in this Article IV, the following terms shall have the following meanings:

“Affiliate”, with respect to any Stockholder that is not a natural person, means (i) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Stockholder or (ii) any Person who is a director or officer (a) of such Stockholder, (b) of any subsidiary of such Stockholder or (c) of any Person described in clause (i) above. For purposes of this definition, “control” of a Person shall mean the power, directly or indirectly, (y) to vote fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of such Person whether by ownership of securities, contract, proxy or otherwise, or (z) to direct or cause the direction of the management and policies of such Person whether by ownership of securities, contract, proxy or otherwise.

“Board” means the Board of Directors of the Corporation.

“Business Day” means any day other than a Saturday, Sunday, federal holiday or other day on which commercial banks in New York City are authorized or required to close under the laws of the State of New York.

“Certificate of Incorporation” means this Amended and Restated Certificate of Incorporation of the Corporation.

“Common Stock” has the meaning set forth in Section 2(c).

“Common Stockholder” means a record holder of one or more shares of Common Stock.

“Conversion Date” has the meaning set forth in Section 6.

“Corporation” has the meaning set forth in Article I.

“DGCL” has the meaning set forth in Section 2(b).

“Difference Shares” has the meaning set forth in Section 5.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Initial Public Offering” means the effectiveness of a registration statement under the Securities Act on any of Forms S-l, S-2, S-3, S-4 or any similar or successor form covering any of the Stock, and the completion of a sale of such Stock thereunder, (i) following which the Corporation or any successor by way of merger, consolidation, reorganization or otherwise is, or becomes, a reporting company under Section 12(b) or 12(g) of the Exchange Act, and (ii) as a result of which the Stock (or shares of stock issued to holders of stock in any such merger, consolidation, reorganization or similar transaction) is traded on the New York Stock Exchange

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or the American Stock Exchange, or quoted on The Nasdaq Stock Market or is traded or quoted on any other national stock exchange or automated quotation system.

“IPO Date” means the date on which the Initial Public Offering is consummated.

“Non-Redeemable Shares” means all shares of Series A Stock or Series B Stock that have been previously sold (whether under Section 4 or Section 5(c)) pursuant to a Tag-Along Transfer.

“Notice Date” has the meaning set forth in Section 4(b)(iv).

“Other Securityholders” has the meaning set forth in Section 4(a).

“Permitted Transferee” with respect to a Transfer by a Series D Stockholder, means (i) with respect to any Series D Stockholder who is a natural person, a Transfer to (a) such Stockholder’s spouse or issue, or (b) a trust the beneficiaries of which, and a partnership the limited and general partners of which, include only the Series D Stockholder, his spouse or issue; and (ii) with respect to any Series D Stockholder that is not a natural person, (A) a Transfer to an Affiliate of such Series D Stockholder; or (B) a Transfer to another Series D Stockholder or its Affiliates; provided such other Series D Stockholder referenced in clauses (i) and (ii) did not acquire its shares of Series D Stock pursuant to a Tag-Along Transfer.

“Person” means any natural person, partnership, limited liability company, corporation (including the Corporation), trust or unincorporated organization or a government or a political subdivision thereof.

“Preferred Stock” has the meaning set forth in Section 2(a).

“Preferred Stock Designation” has the meaning set forth in Section 2(b).

“Proposed Purchase Amount” has the meaning set forth in Section 4(a).

“Proposed Transferee” has the meaning set forth in Section 4(a).

“Proposed Transferor” has the meaning set forth in Section 4(a).

“Redemption Date” has the meaning set forth in Section 5(c).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series A Stock” means the Series A Common Stock described in Section 2(c).

“Series A Warrants” means the warrants to purchase Series A Stock to be issued by the Corporation to certain holders of the Preferred Stock.

“Series A Warrant Holders” means the holders of the Series A Warrants.

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“Series A Warrant Shares” means the shares of Series A Stock issuable upon exercise of the Series A Warrants.

“Series B Stock” means the Series B Common Stock described in Section 2(c).

“Series D Stock” means the Series D Common Stock described in Section 2(c).

“Series A Stockholder” means a record holder of one or more shares of Series A Stock.

“Series B Stockholder” means a record holder of one or more shares of Series B Stock.

“Series D Stockholder” means a record holder of one or more shares of Series D Stock.

“Stock” has the meaning set forth in Section 2(c).

“Stockholder” means a record holder of one or more shares of Series A Stock, Series B Stock, Series D Stock or Common Stock.

“Tag-Alone Acceptance Date” has the meaning set forth in Section 4(c).

“Tag-Along Notice” has the meaning set forth in Section 4(c).

“Tag-Along Pro Rata Amount” has the meaning set forth in Section 4(a).

“Tag-Along Redemption Price” has the meaning set forth in Section 5(a).

“Tag-Along Transfer” has the meaning set forth in Section 4(a).

“Transfer”, with respect to any share of Stock, means the sale, assignment, pledge, hypothecation, gift or any other disposition whatsoever of such share (other than pursuant to the Initial Public Offering or pursuant to the redemption or conversion of any such share of Stock, in either case in accordance with the terms of this Certificate of Incorporation), or the encumbrance or granting of any rights or interests whatsoever in or with respect to such share.

“Transfer Notice” has the meaning set forth in Section 4(b).

2. Designation and Number.

(a) The total number of shares of all series of stock which the Corporation shall have authority to issue is 4,133,000, of which 500,000 shares shall be preferred stock and shall have a par value of $0.01 per share (“Preferred Stock”) and 3,633,000 shares shall be common stock, as set forth in paragraph (c) below.

(b) Preferred Stock. The Board is expressly authorized, but not required, to provide for the issue of all or any shares of Preferred Stock, in one or more series, and to fix for

4

each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the Delaware General Corporation Law (the “DGCL”). The Corporation may, by an amendment to the Certificate of Incorporation duly adopted, increase or decrease, at any time and from time to time (but not below the number of shares of Preferred Stock then outstanding), the number of authorized shares of Preferred Stock. Unless otherwise provided in a Preferred Stock Designation, shares of Preferred Stock redeemed, purchased or otherwise acquired by the Corporation pursuant to the terms hereof shall be retired and shall revert to authorized but unissued Preferred Stock.

(c) Common Stock. There shall be four series of common stock of the Corporation. The first series of common stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Series A Common Stock” and the number of shares constituting such series shall be 1,500,000. The second series of common stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Series B Common Stock” and the number of shares constituting such series shall be 315,000. The third series of common stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Series D Common Stock” and the number of shares constituting such series shall be 1,500. The fourth series of common stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Common Stock” and the number of shares constituting such series shall be 1,816,500. The Series A Stock, Series B Stock, Series D Stock and Common Stock are sometimes referred to collectively herein as the “Stock”. The Corporation may, by an amendment to the Certificate of Incorporation duly adopted, increase or decrease, at any time and from time to time (but not below the number of shares of Series A Stock, Series B Stock, Series D Stock or Common Stock, as the case may be, then outstanding), the number of authorized shares of Series A Stock, Series B Stock, Series D Stock or Common Stock, as the case may be. Shares of Stock redeemed, purchased or otherwise acquired by the Corporation pursuant to the terms hereof shall be retired and shall revert to authorized but unissued Series A Stock, Series B Stock, Series D Stock or Common Stock, as the case may be.

3. Restrictions on Transfer.

(a) Except for Transfers to a Permitted Transferee, no Series D Stockholder shall Transfer any share of Series D Stock owned by such Series D Stockholder except in accordance with the terms of this Certificate of Incorporation. Any Transfer or attempt to Transfer any share of Series D Stock in violation of the terms and conditions of this Certificate of Incorporation shall be null and void and of no force and effect, the transferee thereof shall not be deemed to be the registered holder thereof nor entitled to any rights with respect thereto, and the Corporation shall refuse to Transfer any such share of Series D Stock on its books to such alleged transferee.

(b) No Stockholder shall Transfer any shares of Stock unless such Transfer complies with the conditions specified in this Section 3(b), which are intended to ensure compliance with the provisions of the Securities Act. Prior to any Transfer, the holder of the shares of Stock proposed to be Transferred shall give written notice to the Corporation of such

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holder’s intention to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, except with respect to a Transfer to an Affiliate that is an “accredited investor” as defined under the Securities Act, if requested by the Corporation, shall be accompanied by either (i) a written opinion of legal counsel who is reasonably satisfactory to the Corporation, addressed to the Corporation and reasonably satisfactory in form and substance to the Corporation’s counsel, to the effect that the proposed Transfer may be effected without registration under the Securities Act and qualification under applicable state securities laws, or (ii) a “no action” letter from the SEC to the effect that the Transfer of such securities without registration under the Securities Act will not result in a recommendation by the staff of the SEC that action be taken with respect thereof, or a combination of (i) and (ii) above, whereupon the holder of such shares of Stock shall be entitled to Transfer such shares in accordance with the terms of this Certificate and the written notice delivered by the holder to the Corporation. Each certificate evidencing the shares of Stock Transferred as above provided shall bear the appropriate restrictive legend set forth in Section 9, provided that, following the Initial Public Offering, such certificates shall bear the applicable legend set forth in Section 9 or another legend only if, in the opinion of counsel to the Corporation, the imposition of such legend is required under the Securities Act or other applicable law. Any purported Transfer in violation of this Section 3(b) shall be null and void and of no force or effect, and the Corporation shall not record any such Transfer on its stock transfer books. The restrictions on Transfer contained in this Section 3(b) shall not apply to Transfers of shares of Stock (i) in the Initial Public Offering; or (ii) following the Initial Public Offering, provided that such Transfer is made in compliance with the Securities Act and applicable state securities laws and in accordance with any restrictions on transfer contained in any restrictive legend set forth on the certificates representing such shares.

4 Tag-Along Rights.

(a) Transfer by Series D Stockholders. If, other than in connection with the Initial Public Offering, any Series D Stockholder or Series D Stockholders (for purposes of this Section 4, singularly or collectively, the “Proposed Transferor”), at any time or from time to time in one transaction or in a series of transactions, desires to enter into an agreement (whether oral or written) to Transfer (other than a pledge, hypothecation, gift or other like disposition) its shares of Series D Stock or any part thereof to any Person other than a Permitted Transferee (the “Proposed Transferee”), such proposed Transfer shall be deemed a “Tag-Along Transfer”, and each of the Series A Stockholders, Series B Stockholders and Series A Warrant Holders (collectively, the “Other Securityholders”) shall have the right, as a condition to such Tag-Along Transfer, to have the Proposed Transferee purchase from each such Other Securityholder up to the number of shares (the “Tag-Along Pro Rata Amount”) of Series A Stock or Series B Stock or Series A Warrant Shares derived by multiplying the total number of shares of Series A Stock or Series B Stock or Series A Warrant Shares, as the case may be, owned by such Other Securityholder by a fraction, the numerator of which is equal to the number of shares of Series D Stock that is proposed to be Transferred by the Proposed Transferor to the Proposed Transferee (the “Proposed Purchase Amount”) and the denominator of which is the total number of shares of Series D Stock (other than shares of Series D Stock that have previously been Transferred pursuant to a Tag-Along Transfer) outstanding as of the Notice Date (as defined in Section 4(b)(iv)). If a Series A Warrant Holder elects to participate in the Tag-Along Transfer, it may do so either by (1) exercising a sufficient number of Series A Warrants prior to consummation of

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the Tag-Along Transfer and paying the aggregate exercise price for such exercise to the Corporation, in accordance with the procedures set forth in Section 4(c) below, or (2) selling directly to the Proposed Transferee the number of Series A Warrants it elects to include in the Tag-Along Transfer, in which latter case, upon consummation of the Tag-Along Transfer, (i) the Series A Warrant Holder shall receive the same consideration for each Series A Warrant Share included in the sale of the Series A Warrants as the Other Securityholders participating in the Tag-Along Transfer, less the exercise price for each Series A Warrant, (ii) such aggregate purchase price shall be remitted to the Corporation and (iii) the Corporation shall issue to the Proposed Transferee, upon delivery to the Corporation for cancellation of the warrant certificate representing the Series A Warrants it purchased, a number of shares of Series A Stock equal to the number of Series A Warrant Shares so purchased. All Tag-Along Transfers by Other Securityholders shall be on the same terms and conditions (with such changes as are necessary to apply such terms and conditions to a sale by such Other Securityholders) as the proposed Tag-Along Transfer by the Proposed Transferor.

(b) Transfer Notice. The Proposed Transferor participating in a Tag-Along Transfer shall at least fifteen (15) Business Days prior to the closing date thereof provide the Corporation and the Other Securityholders with written notice (the “Transfer Notice”) of the proposed Tag-Along Transfer containing the following:

(i) the name and address of the Proposed Transferor and the Proposed Transferee;

(ii) the Proposed Purchase Amount;

(iii) the proposed amount to be paid for such shares of Series D Stock, the terms and conditions of payment offered by the Proposed Transferee, the closing date for the proposed Tag-Along Transfer and the estimated expenses payable pursuant to Section 4(d);

(iv) the aggregate number of shares of Series A Stock or Series B Stock, as the case may be, and the aggregate number of Series A Warrant Shares held of record as of the date the Transfer Notice is sent (the “Notice Date”) by the Other Securityholder to whom the notice is sent;

(v) the aggregate number of shares of Series A Stock or Series B Stock, as the case may be, and the aggregate number of Series A Warrant Shares held of record as of the Notice Date by all Other Securityholders as a group;

(vi) the Tag-Along Pro Rata Amount for the Other Securityholder to whom the Transfer Notice is sent (assuming, for this purpose, the Series A Warrant Holders elect to fully exercise the Series A Warrants in connection with the Tag-Along Transfer); and

(vii) a statement confirming that the Proposed Transferee has agreed (i) to honor the tag-along rights of the Other Securityholders, and (ii) pursuant to Section 5(c), to purchase the number of shares of Stock redeemed pursuant to Section 5(a).

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Upon written request by the Proposed Transferor, the Corporation shall provide to the Proposed Transferor the information referred to in (iv) and (v) above for inclusion in the Transfer Notice and such other information as may be required to enable the Proposed Transferor to comply with the terms of this Section 4(b).

(c) Tag-Along Notice. Each Other Securityholder desiring to participate in the proposed Tag-Along Transfer shall provide a written notice (the “Tag-Along Notice”) to the Proposed Transferor on or before the expiration of five (5) Business Days after the Notice Date (the “Tag-Along Acceptance Date”) stating the number of shares (including Series A Warrant Shares) held by such Other Securityholder (up to its Tag-Along Pro Rata Amount) to be included in the proposed Tag-Along Transfer on the terms and conditions specified in the Transfer Notice; if the number of shares to be included in the proposed Tag-Along Transfer includes shares of Series A Warrant Shares, the Series A Warrant Holder shall include with the Tag-Along Notice a notice with respect to its Series A Warrants (which notice may be conditioned on the consummation of the Tag-Along Transfer), which notice shall indicate whether (1) the Series A Warrants are to be exercised for shares of Series A Stock immediately prior to the sale to the Proposed Transferee (which exercise may be conditioned on consummation of the Tag-Along Transfer) and, if so, shall further indicate whether payment of the aggregate exercise price of such Series A Warrants (i) is included with the exercise notice in the form of a certified check or other acceptable payment means or (ii) will be made through a cashless exercise of such Series A Warrants pursuant to the terms of the warrant certificate or (2) the Series A Warrants are to be sold directly to the Proposed Transferee pursuant to Section 4(a)(2) above. The Tag-Along Notice given by each Other Securityholder shall include and constitute such Other Securityholder’s binding agreement to include a number of shares equal to its Tag-Along Pro Rata Amount (or such lesser amount as stated in the Tag-Along Notice) in the Tag-Along Transfer on the terms and conditions specified in the Transfer Notice and in this Certificate of Incorporation. If the Proposed Transferee does not purchase all of the shares of Stock of the Proposed Transferor and the Other Securityholders included in such proposed Tag-Along Transfer, then the proposed Tag-Along Transfer to such Proposed Transferee shall be prohibited and any attempt to consummate the proposed Tag-Along Transfer shall be null and void and of no force and effect and the Proposed Transferor shall not transfer any securities to such Proposed Transferee in connection with the contemplated Tag-Along Transfer without once again complying with the provisions of this Section 4.

(d) Each Proposed Transferor and each Other Securityholder whose shares are sold in a Tag-Along Transfer shall be entitled to receive the proceeds of such Tag-Along Transfer less its pro rata share, based on the number of shares included in such Tag-Along Transfer, of the out-of-pocket expenses of the transaction including, without limitation, legal, accounting and investment banking fees and expenses, such determination of expenses to be made in the sole discretion of the Board (and less, in the case of the exercise price of Series A Warrants not previously paid to the Corporation, the aggregate exercise price for such Series A Warrants).

(e) The provisions of this Section 4 shall not apply to a subsequent Transfer of any share of Series D Stock that has previously been the subject of a completed Tag-Along Transfer that complied with the provisions of this Section 4.

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5. Redemption.

(a) The number of shares of Series A Stock (including the Series A Warrant Shares) or Series B Stock, as applicable, equal to the difference (“Difference Shares”) between (i) the number of shares included in any Tag-Along Transfer by the Other Securityholders pursuant to Section 4 and (ii) the Tag-Along Pro Rata Amount for such Other Securityholders shall be redeemed by the Corporation, to the extent it is lawfully permitted to do so, out of funds legally available therefor pro rata, based on the number of Difference Shares held or, in the case of Series A Warrant Shares, deemed to be held, by such Other Securityholders, from each of the Series A Stockholders, Series A Warrant Holders or Series B Stockholders who elected to include in the Tag-Along Transfer a number of shares of Stock less than the number of shares that constitute their Tag-Along Pro Rata Amount or any such other Securityholders that did not elect to participate in a Tag-Along Transfer at a redemption price (the “Tag-Along Redemption Price”) for each share of Series A Stock (including Series A Warrant Shares) or Series B Stock so redeemed equal to the per share price paid for the Series D Stock by the Proposed Transferee (provided that, if the consideration to be paid by the Proposed Transferee includes any non-cash consideration, the per share amount to be paid in such redemption shall be the fair value of the per share consideration to be paid by such Proposed Transferee as determined in good faith by the Board) less such Other Securityholder’s pro rata share, based on the number of shares of Stock so redeemed from such Other Securityholder, of the out-of-pocket expenses of the Tag-Along Transfer including, without limitation, legal, accounting and investment banking fees and expenses, as determined in good faith by the Board and less, in the case of Series A Warrant Shares, the aggregate exercise price of the related Series A Warrants. To the extent the foregoing conditions are met and any Series A Warrant Holder has not exercised its Series A Warrants, the Corporation shall redeem such Series A Warrants to the extent necessary to effect the foregoing, in which case the Tag-Along Redemption Price for each Series A Warrant Share subject to redemption shall be reduced by the exercise price for such Series A Warrant. The provisions of this Section 5(a) shall not apply to the Non-Redeemable Shares. Redemption under this subsection is conditioned upon the contemporaneous purchase by the Proposed Transferee of the shares issuable under Section 5(b) in connection with the applicable Tag-Along Transfer.

(b) The shares of Series A Stock or Series B Stock redeemed by the Corporation pursuant to a Section 5(a) redemption shall, on the Redemption Date, be retired and upon such retirement shall automatically revert to authorized but unissued shares of Series A Stock or Series B Stock, as the case may be, and the Corporation shall, on the Redemption Date, but immediately after such redemption and retirement, issue, to the extent it is lawfully permitted to do so, to the Proposed Transferee a number of shares of Series A Stock or Series B Stock, as the case may be, equal to the number of shares of such Stock so redeemed. Upon any issuance of such shares (and as a condition to such issuance), the Corporation shall receive from the Proposed Transferee as the purchase price for such shares an amount equal to the Tag-Along Redemption Price for each share so redeemed.

(c) The Corporation shall give to each holder of record of the shares of Series A Stock (including Series A Warrant Holders) and Series B Stock to be redeemed pursuant to the terms of this Section 5 prior written notice of such redemption not less than two (2) Business Days prior to the date such shares will be redeemed (the “Redemption Date”) which

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in the case of a redemption pursuant to Section 5(a) shall be the closing date of the Tag-Along Transfer. Each such notice shall state: (A) the Redemption Date; (B) the total number of shares of Stock (by series) to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (C) the Tag-Along Redemption Price; and (D) the fact that the certificates for the shares subject to redemption (and, in the case of Series A Warrants, the warrant certificates) are to be surrendered in exchange for payment of the Tag-Along Redemption Price (less, if applicable, the exercise price of the Series A Warrants), at the principal office of the Corporation or at such other place as the Corporation shall designate.

(d) On the Redemption Date, and subject to receipt of the Tag-Along Redemption Price by the Stockholder thereof or deposit of the Tag-Along Redemption Price by the Corporation with an independent paying agent, the shares of Series A Stock and Series B Stock redeemed pursuant to the terms of this Section 5 shall be deemed to have been so redeemed, notwithstanding that the certificates representing such Series A Stock or Series B Stock (and, in the case of Series A Warrants, the warrant certificates) shall not have been surrendered at the principal office of the Corporation or such other place as the Corporation may have designated or that notice from the Corporation shall not have been given by the Corporation or, if given, shall not have been received by any holder whose shares of Stock are to be so redeemed. All certificates representing the redeemed shares, including all certificates not so delivered by such holders, shall be, or shall be deemed to be, canceled by the Corporation as of the Redemption Date and shall thereafter no longer be of any force or effect.

6. Conversion.

If an Initial Public Offering occurs, each then outstanding share of Series A Stock, Series B Stock and Series D Stock shall automatically convert into one share of Common Stock effective on the IPO Date (the “Conversion Date”), and Series A Warrants that have not been exercised prior to or concurrently with the consummation of the Initial Public Offering shall thereafter constitute warrants exercisable for the same number of shares of Common Stock. Prior to or on the Conversion Date, each holder of shares of Series A Stock, Series B Stock or Series D Stock shall surrender such holder’s certificates evidencing such shares at the principal office of the Corporation or at such other place as the Corporation shall designate to such holder in writing at least ten (10) Business Days prior to the Conversion Date, and shall, within ten (10) Business Days after the Conversion Date, be entitled to receive from the Corporation certificates evidencing the number of shares of Common Stock into which such shares of Series A Stock, Series B Stock or Series D Stock are converted. On the Conversion Date, each holder of shares of Series A Stock, Series B Stock or Series D Stock shall be deemed to be a holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such Series A Stock, Series B Stock or Series D Stock shall not have been surrendered at the principal office of the Corporation or such other place as the Corporation may have designated, that notice from the Corporation shall not have been given or, if given, shall not have been received by any holder of shares of Series A Stock, Series B Stock or Series D Stock, or that certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. All certificates representing the converted shares of Series A Stock, Series B Stock or Series D Stock, including all certificates not so delivered by such Series A Stockholders, Series B Stockholders or Series D Stockholders, shall be, or shall be deemed to be,

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canceled by the Corporation as of the Conversion Date and shall thereafter no longer be of any force or effect and the Corporation shall not thereafter issue any such shares of Series A Stock, Series B Stock or Series D Stock.

7. Voting Rights.

(a) Holders of shares of Series B Stock and Common Stock shall be entitled to one vote for each share of such stock held and holders of shares of Series D Stock shall be entitled to 462 votes for each share of Series D Stock held on all matters as to which stockholders may be entitled to vote pursuant to the DGCL.

(b) Holders of Series A Stock shall not have any voting rights, except that the holders of the Series A Stock shall have the right to vote to the extent required under the laws of the Slate of Delaware. Unless otherwise required by the terms of this Certificate of Incorporation, paragraph (2) of subsection (b) of § 242 of the DGCL shall not entitle the holders of any shares of Stock to vote as a series on the increase of the number of authorized shares of such series of Stock or the decrease of the number of authorized but not outstanding shares of such series of Stock. Except as otherwise required by the DGCL, the holders of any series of Stock entitled to vote on any matter submitted to such holders for a vote shall vote together as a single class and not as separate series.

(c) Any amendment, alteration or repeal of any provision of this Certificate of Incorporation, whether by merger, consolidation or otherwise, that would alter or change the relative powers, preferences or special rights of any series of capital stock of the Corporation so as to affect the holders of the Series A Stock materially, adversely and in a manner that is disproportionate to the treatment of any other holders of a series of common equity securities of the Corporation, will require, in addition to any other approvals required by the DGCL and this Certificate of Incorporation, the approval by the holders of a majority of the then outstanding shares of Series A Stock. In any case in which holders of Series A Stock shall be entitled to vote pursuant to this Section 7 or pursuant to the DGCL, each holder of Series A Stock entitled to vote with respect to such matter shall be entitled to one vote for each share of Series A Stock.

(d) Any amendment, alteration or repeal of any provision of this Certificate of Incorporation, whether by merger, consolidation or otherwise, that would alter or change the relative powers, preferences or special rights of any series of capital stock of the Corporation so as to affect the holders of the Series B Stock materially, adversely and in a manner that is disproportionate to the treatment of any other holders of a series of common equity securities of the Corporation, will require, in addition to any other approvals required by the DGCL and this Certificate of Incorporation, the approval by the holders of a majority of the then outstanding shares of Series B Stock. In any case in which holders of Series B Stock shall be entitled to vote pursuant to this Section 7 or pursuant to the DGCL, each holder of Series B Stock entitled to vote with respect to such matter shall be entitled to one vote for each share of Series B Stock.

8. Liquidation; Dividends.

(a) Subject to the rights of the holders of any shares of then outstanding Preferred Stock, any distribution made upon the liquidation, dissolution or winding up of the

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affairs of the Corporation, whether voluntary or involuntary, shall be allocated pro rata based upon the number of shares of Stock held by each Stockholder. None of the sale, transfer, conveyance or lease of all or substantially all of the property or business of the Corporation, the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 8(a).

(b) Subject to the rights of the holders of any shares of then outstanding Preferred Stock, the Series A Stockholders, Series B Stockholders, Series D Stockholders and Common Stockholders shall be entitled to share ratably as a single class in all dividends and other distributions of cash or any other right or property as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(c) Whenever, during the period that shares of Series A Stock shall be outstanding, the Corporation shall (i) declare a dividend on shares of any series of Stock in shares of such series of Stock or in securities convertible into or exchangeable for shares of such series of Stock, (ii) subdivide the outstanding shares of any series of Stock, (iii) combine the outstanding shares of any series of Stock into a smaller number of shares or (iv) issue any shares of any series of Stock upon reclassification of such share, the corresponding dividend, subdivision, combination or other adjustment shall be made with respect to the shares of the other series of Stock if and to the extent necessary to prevent the interests of the holders of Series A Stock from being materially, adversely and disproportionately affected.

(d) In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), the holders of each share of Series A Stock shall be entitled to receive not less than the same per share consideration, if any, received by the holders of Series B Stock and Series D Stock in such merger or consolidation (unless, in addition to such other approvals, if any, as may be required by the DGCL and this Certificate of Incorporation, a different treatment is approved by the holders of a majority of the then outstanding shares of Series A Stock).

9. Legend.

(a) All certificates representing shares of Series A Stock and Series B Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear legends substantially as follows:

“THESE SECURITIES ARE SUBJECT TO MANDATORY REDEMPTION BY THE CORPORATION. SUCH REDEMPTION CAN BE ACCOMPLISHED WITHOUT THE CERTIFICATES REPRESENTING SUCH SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE CORPORATION GIVES NOTICE OF SUCH REDEMPTION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH SERIES OR CLASS OF STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

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“AS SPECIFIED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION, THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

(b) All certificates representing shares of Series D Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear legends substantially as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

“AS SPECIFIED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION, THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH SERIES OR CLASS OF STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

(c) All certificates representing shares of Common Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear legends substantially as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

“THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH SERIES OR CLASS OF STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

provided that, as specified in Section 3(b) hereof, following the Initial Public Offering, such certificates shall bear the legend(s) in the opinion of counsel to the Corporation required under the Securities Act or other applicable law.

(d) All certificates representing shares of Stock shall bear such additional legends as may be required pursuant to applicable law.

10. Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered in its records as the holder of shares of Series A, Series B, Series D or Common Stock and such record holders shall be deemed the holders of such shares for all purposes.

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ARTICLE V — MANAGEMENT OF BUSINESS AND AFFAIRS

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any series thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board. The number of directors that shall constitute the whole Board shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors that the Corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other Bylaws of the Corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the DGCL, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the Corporation may be exercised by the Board.

ARTICLE VI — DIRECTOR LIABILITY

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that (except as set forth below) this Article VI does not eliminate or limit any such liability imposed by law: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be further eliminated or limited pursuant to this Article VI to the fullest extent permitted by the DGCL as so amended. Unless applicable law requires otherwise, any repeal of this Article VI by the stockholders of the Corporation, and any modification to this Article VI (other than one further eliminating or limiting director personal liability) shall be prospective only and shall not adversely affect any elimination of, or limitation on, the personal liability of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VII — INDEMNIFICATION

To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which Delaware law permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders, and others.

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ARTICLE VIII — AMENDMENTS

From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article VIII.

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware and has been executed by its duly authorized officer this 29th day of March 2005.

By:	/s/ Steve Puccinelli
Name:	Steve Puccinelli
Title:	President

EX-3.4

Exhibit 3.4

AMERICAN TIRE DISTRIBUTORS, INC.

(a Delaware corporation)

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1.1 Registered Office. American Tire Distributors, Inc. (the “Corporation”) shall maintain its registered office in the State of Delaware at, Corporation Service Company, 2711 Centerville Road Delaware, Suite 400, Wilmington, New Castle County, DE 19808.

Section 1.2 Other Offices. The Corporation may also have offices in such other places within or without the State of Delaware as the Board of Directors may, from time to time, determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, and at such time and date, as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.3 of these Bylaws in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware. Stockholders may act by written or electronic transmission of consent to elect directors; provided, however, that if such consent is less than unanimous, such action by written or electronic transmission of consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could have been elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. If the Board of Directors fails to determine the time, date and place for the annual meeting and the stockholders have not elected directors by written or electronic transmission of consent as permitted by law, the annual meeting shall be held, beginning in the year after the date of incorporation, at the principal office of the Corporation at 10 a.m. on the last Friday in March of each year.

Section 2.2 Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called by the Chairman of the Board of Directors, the President or by resolution of the Board of Directors and shall be called by the President or Secretary upon the written request of holders of not less than 10% in voting power of the outstanding stock entitled to vote at the meeting. Notice of each special meeting shall be given in accordance with Section 2.4 of these Bylaws. Unless otherwise permitted by law, business transacted at any special meeting of stockholders shall be limited to the purpose stated in the notice.

Section 2.3 Meetings by Remote Communications. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,

provided, that

(i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.4 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice or electronic transmission, in the manner provided in Section 232 of the General Corporation Law of the State of Delaware, of notice of the meeting, which shall state the place, if any, date and time of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, such notice shall be given not less than 10 days nor more than 60 days before the date of any such meeting. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 2.5 Quorum. Unless otherwise required by law or the Certificate of Incorporation, the holders of a majority in voting power of the issued and outstanding stock entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. When a quorum is once present to organize a meeting, the quorum is not broken by the subsequent withdrawal of any stockholders. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 2.10 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

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Section 2.6 Voting.

(a) Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Upon the request of holders of not less than 10% in voting power of the outstanding stock entitled to vote at the meeting, voting shall be by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the stockholders, such requirement of a written ballot shall be satisfied, if authorized by the Board of Directors, by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

(b) All elections of directors shall be determined by a plurality of the votes cast, and except as otherwise required by law, the Certificate of Incorporation or these bylaws, all other matters shall be determined by a majority of the votes cast.

Section 2.7 Proxy Representation. Any stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless such proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

Section 2.8 Organization.

(a) The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability, the President of the Corporation, shall preside at all meetings of the stockholders.

(b) The Secretary of the Corporation shall act as Secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors or the President shall appoint a person to act as Secretary at such meetings.

Section 2.9 Conduct of Meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,

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whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.10 Adjournment. At any meeting of stockholders of the Corporation, if less than a quorum be present, a majority in voting power of the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.11 Consent of Stockholders in Lieu of Meeting.

(a) Unless otherwise restricted by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

(b) Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section 2.11. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to

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act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11 to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the General Corporation Law of the State of Delaware. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided by law.

(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 2.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders required by this Section 2.12, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall exercise all of the powers and duties conferred by law except as provided by the Certificate of Incorporation or these Bylaws.

Section 3.2 Number and Term. The number of directors shall be fixed at no less than one (1) nor more than fifteen (15). Within the limits specified above, the number of directors shall be fixed from time to time by the Board of Directors. The Board of Directors shall be elected by the stockholders at their annual meeting, and each director shall be elected to serve for the term of one year or until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification or removal. Directors need not be stockholders.

Section 3.3 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary. The resignation shall take effect at the time specified

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therein, and if no time is specified, at the time of its receipt by the Board of Directors, the Chairman of the Board of Directors, the President or Secretary, as the case may be. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4 Removal. Any director or the entire Board of Directors may be removed either with or without cause at any time by the affirmative vote of the holders of a majority in voting power of the outstanding shares then entitled to vote for the election of directors at any annual or special meeting of the stockholders called for that purpose or by written or electronic transmission of consent as permitted by law.

Section 3.5 Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies occurring in any directorship and newly created directorships may be filled by a majority vote of the remaining directors then in office. Any director so chosen shall hold office for the unexpired term of his or her predecessor in the case of a director elected to fill a vacancy, until the next annual meeting of stockholders in the case of a director elected to fill a newly created directorship, and in each case until his or her successor shall be elected and qualified or until his or her earlier death, resignation, disqualification or removal.

Section 3.6 Meetings.

(a) The initial directors shall hold their first meeting to organize the Corporation, elect officers and transact any other business that may properly come before the meeting. An annual meeting of the Board of Directors shall be held immediately after each annual meeting of the stockholders, or at such time and place as may be noticed for the meeting.

(b) Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by written or electronic transmission of consent of a resolution of the directors.

(c) Special meetings of the Board of Directors shall be called by the President or by the Secretary on the written or electronic transmission of such request of a majority of the Board of Directors and shall be held at such place as may be determined by the directors or as shall be stated in the notice of the meeting.

Section 3.7 Notice of Meetings. Except as provided by law, notice of regular meetings need not be given. Notice of the time and place of any special meeting shall be given to each director by the Secretary. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of business and deposited in a United States post office at least two days before the day on which such meeting is to be held, or by telegraph, telecopy, cable or wireless addressed to such director or delivered personally or by telephone at least 24 hours before the time at which such meeting is to be held. The notice of any meeting need not specify the purpose thereof.

Section 3.8 Quorum, Voting and Adjournment. A majority of the total number of directors or any committee thereof shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned.

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Section 3.9 Committees. The Board of Directors may, by resolution, designate one or more committees, including but not limited to an Executive Committee and an Audit Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 3.10 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.

Section 3.11 Compensation. The Board of Directors shall have the authority to fix the compensation of directors for their services. In addition, as determined by the Board of Directors, directors may be reimbursed by the Corporation for their expenses, if any, in the performance of their duties as directors. A director may also serve the Corporation in other capacities and receive compensation therefor.

Section 3.12 Remote Meeting. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute the presence in person at such meeting.

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ARTICLE IV

OFFICERS

Section 4.1 Number. The officers of the Corporation shall include a President and a Secretary, both of whom shall be elected by the Board of Directors and who shall hold office for a term of one year and until their successors are elected and qualified or until their earlier resignation or removal. In addition, the Board of Directors may elect a Chairman of the Board of Directors, one or more Vice Presidents, including an Executive Vice President, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The initial officers shall be elected at the first meeting of the Board of Directors and, thereafter, at the annual organizational meeting of the Board of Directors. Any number of offices may be held by the same person.

Section 4.2 Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors.

Section 4.3 Chairman. The Chairman of the Board of Directors shall be a member of the Board of Directors and shall preside at all meetings of the Board of Directors and of the stockholders. In addition, the Chairman of the Board of Directors shall have such powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.4 President. The President shall be the Chief Executive Officer of the Corporation. He or she shall exercise such duties as customarily pertain to the office of President and Chief Executive Officer, and shall have general and active management of the property, business and affairs of the Corporation, subject to the supervision and control of the Board of Directors. He or she shall perform such other duties as prescribed from time to time by the Board of Directors or these Bylaws. In the absence, disability or refusal of the Chairman of the Board of Directors to act, or the vacancy of such office, the President shall preside at all meetings of the stockholders and of the Board of Directors. Except as the Board of Directors shall otherwise authorize, the President shall execute bonds, mortgages and other contracts on behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and, when so affixed, the seal shall be attested by the signature of the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.

Section 4.5 Vice Presidents. Each Vice President, if any are elected, of whom one or more may be designated an Executive Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by the President or the Board of Directors.

Section 4.6 Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors. He or she shall receive, and give receipts for, moneys due and payable to the

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Corporation from any source whatsoever. He or she shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He or she shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.7 Secretary. The Secretary shall be the Chief Administrative Officer of the Corporation and shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept; (b) cause all notices required by these Bylaws or otherwise to be given properly; (c) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Board of Directors.

Section 4.8 Assistant Treasurers and Assistant Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors.

Section 4.9 Corporate Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors. All checks or other orders for the payment of money shall be signed by the President or the Treasurer or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors.

Section 4.10 Contracts and Other Documents. The President or the Treasurer, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

Section 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors (subject to any employment agreements that may then be in effect between the Corporation and the relevant officer). None of such officers shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and receiving such compensation by reason of the fact that he or she is also a director of the Corporation.

Section 4.12 Ownership of Stock of Another Corporation. Unless otherwise directed by the Board of Directors, the President or the Treasurer, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the

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Corporation, to attend and to vote at any meeting of stockholders of any corporation in which the Corporation holds stock and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such stock at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation.

Section 4.13 Delegation of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.

Section 4.14 Resignation and Removal. Any officer may resign at any time in the same manner prescribed under Section 3.3 of these Bylaws. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors.

Section 4.15 Vacancies. The Board of Directors shall have power to fill vacancies occurring in any office.

ARTICLE V

STOCK

Section 5.1 Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number and class of shares of stock in the Corporation owned by him or her. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars. Notwithstanding anything herein to the contrary, the Board of Directors may provide for uncertificated shares in accordance with the General Corporation Law of the State of Delaware.

Section 5.2 Transfer of Shares. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof to the person in charge of the stock and transfer books and ledgers. Such certificates shall be cancelled and new certificates shall thereupon be issued. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.3 Lost, Stolen, Destroyed or Mutilated Certificates. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give

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the Corporation a bond, in such sum as the Board of Directors may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated without the posting by the owner of any bond upon the surrender by such owner of such mutilated certificate.

Section 5.4 List of Stockholders Entitled To Vote. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by General Corporation Law of the State of Delaware §219 or to vote in person or by proxy at any meeting of stockholders.

Section 5.5 Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may at any regular or special meeting, declare dividends upon the stock of the Corporation either (a) out of its surplus, as defined in and computed in accordance with General Corporation Law of the State of Delaware §154 and §244 or (b) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Before the declaration of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as from time to time in its discretion may be deemed proper for working capital or as a reserve fund to meet contingencies or for such other purposes as shall be deemed conducive to the interests of the Corporation.

Section 5.6 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing or by electronic transmission without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on

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which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.7 Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. Except as otherwise required by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee, or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 6.3 of these Bylaws with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 6.2 Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 6.1 of these Bylaws, an indemnitee shall, to the fullest extent not prohibited by law, also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that, if the General Corporation Law of the State of Delaware as then in effect requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise.

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Section 6.3 Right of Indemnitee to Bring Suit. If a claim under Section 6.1 or 6.2 of these Bylaws is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that identification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

Section 6.6 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

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Section 6.7 Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or it successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Amendments. These Bylaws may be altered, amended or repealed, and new Bylaws made, by the Board of Directors, but the stockholders may make additional Bylaws and may alter and repeal any Bylaws whether adopted by them or otherwise.

Section 7.2 Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7.3 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.4 Fiscal Year. The fiscal year of the Corporation shall end on the Saturday closest to December 31^st of each year, or such other 12 consecutive months as the Board may designate.

Section 7.5 Waiver of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.6 Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

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Section 7.7 Inconsistent Provisions; Changes in Delaware Law. If any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. If any of the provisions of the General Corporation Law of the State of Delaware referred to above are modified or superceded, the references to those provisions is to be interpreted to refer to the provisions as so modified or superceded.

Date of Adoption:          March 31st, 2005

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EX-3.11

Exhibit 3.11

FIFTH RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN TIRE DISTRIBUTORS, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

American Tire Distributors, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

FIRST: That the Corporation was originally incorporated pursuant to the DGCL on December 28, 1998 under the name of Heafner Tire Group, Inc. A Restated Certificate of Incorporation was filed on April 3, 2001. A Second Restated Certificate of Incorporation of the Corporation was filed on March 27, 2002. An amendment to the Second Restated Certificate of Incorporation of the Corporation, changing the name of the Corporation from Heafner Tire Group, Inc. to American Tire Distributors, Inc. was filed on May 30, 2002. A Third Restated Certificate of Incorporation was filed on July 10, 2002. A Certificate of Correction to the Third Restated Certificate of Incorporation of the Corporation was filed on August 12, 2002. A Fourth Restated Certificate of the Corporation was filed on October 31, 2003.

SECOND: That this Fifth Restated Certificate of Incorporation of the Corporation was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the DGCL.

THIRD: That the Board of Directors of the Corporation has duly adopted this Fifth Restated Certificate of Incorporation of the Corporation pursuant to Sections 242 and 245 of the DGCL, declaring said restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefore.

FOURTH: That the Certificate of Incorporation of the Corporation is amended and restated in its entirety as follows:

ARTICLE I

NAME OF CORPORATION

The name of the Corporation is:

American Tire Distributors, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of Delaware is 2711 Centersville Road Delaware, Suite 400, Wilmington, New Castle County, DE 19808, and the name of its registered agent at that address is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The Corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the Corporation shall have authority to issue is one thousand (1000), and each such share shall have a par value of $0.01.

ARTICLE V

BOARD POWER REGARDING BYLAWS

Except as otherwise provided in this Fifth Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation

ARTICLE VI

BOARD OF DIRECTORS

The number of directors of the Corporation shall be not less than six (6) and shall be subject to adjustment from time to time in accordance with provisions therefore set forth in the Bylaws of the Corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

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ARTICLE VIII

LIABILITY

A director of the Corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE IX

CORPORATE POWER

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Fifth Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

*     *     *

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IN WITNESS WHEREOF, this Fifth Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the DGCL and has been executed by its duly authorized officer this 31^st day of March 2005.

AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ Richard P. Johnson
Name: Richard P. Johnson
Title: Chairman and CEO

EX-3.12

Exhibit 3.12

American Tire Distributors Holdings, Inc.

(a Delaware corporation)

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1.1 Registered Office. American Tire Distributors Holdings, Inc. (the “Corporation”) shall maintain its registered office in the State of Delaware at, Corporation Service Company, 2711 Centerville Road Delaware, Suite 400, Wilmington, New Castle County, DE 19808.

Section 1.2 Other Offices. The Corporation may also have offices in such other places within or without the State of Delaware as the Board of Directors may, from time to time, determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.3 of these Bylaws in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware. Stockholders may act by written or electronic transmission of consent to elect directors; provided, however, that if such consent is less than unanimous, such action by written or electronic transmission of consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could have been elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. If the Board of Directors fails to determine the time, date and place for the annual meeting and the stockholders have not elected directors by written or electronic transmission of consent as permitted by law, the annual meeting shall be held, beginning in the year after the date of incorporation, at the principal office of the Corporation at 10 a.m. on the last Friday in March] of each year.

Section 2.2 Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called by the Chairman of the Board of Directors, the President or by resolution of the Board of Directors and shall be called by the President or Secretary upon the written request of holders of not less than 10% in voting power of the outstanding stock entitled to vote at the meeting. Notice of each special meeting shall be given in accordance with Section 2.4 of these Bylaws. Unless otherwise permitted by law, business transacted at any special meeting of stockholders shall be limited to the purpose stated in the notice.

Section 2.3 Meetings by Remote Communications. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,

provided, that

(i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.4 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice or electronic transmission, in the manner provided in Section 232 of the General Corporation Law of the State of Delaware, of notice of the meeting, which shall state the place, if any, date and time of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, such notice shall be given not less than 10 days nor more than 60 days before the date of any such meeting. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 2.5 Quorum. Unless otherwise required by law or the Certificate of Incorporation, the holders of a majority in voting power of the issued and outstanding stock entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. When a quorum is once present to organize a meeting, the quorum is not broken by the subsequent withdrawal of any stockholders. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 2.10 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such

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other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 2.6 Voting.

(a) Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Upon the request of holders of not less than 10% in voting power of the outstanding stock entitled to vote at the meeting, voting shall be by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the stockholders, such requirement of a written ballot shall be satisfied, if authorized by the Board of Directors, by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

(b) All elections of directors shall be determined by a plurality of the votes cast, and except as otherwise required by law, the Certificate of Incorporation or these bylaws, all other matters shall be determined by a majority of the votes cast.

Section 2.7 Proxy Representation. Any stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless such proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

Section 2.8 Organization.

(a) The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability, the President of the Corporation, shall preside at all meetings of the stockholders.

(b) The Secretary of the Corporation shall act as Secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors or the President shall appoint a person to act as Secretary at such meetings.

Section 2.9 Conduct of Meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations

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and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.10 Adjournment. At any meeting of stockholders of the Corporation, if less than a quorum be present, a majority in voting power of the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.11 Consent of Stockholders in Lieu of Meeting.

(a) Unless otherwise restricted by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

(b) Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this

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Section 2.11. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11 to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the General Corporation Law of the State of Delaware. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided by law.

(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 2.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders required by this Section 2.12, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall exercise all of the powers and duties conferred by law except as provided by the Certificate of Incorporation or these Bylaws.

Section 3.2 Number and Term. The number of directors shall be fixed at no less than one (1) nor more than fifteen (15). Within the limits specified above, the number of directors shall be fixed from time to time by the Board of Directors. The Board of Directors shall be elected by the stockholders at their annual meeting, and each director shall be elected to serve for the term of one year or until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification or removal. Directors need not be stockholders.

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Section 3.3 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Board of Directors, the Chairman of the Board of Directors, the President or Secretary, as the case may be. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4 Removal. Any director or the entire Board of Directors may be removed either with or without cause at any time by the affirmative vote of the holders of a majority in voting power of the outstanding shares then entitled to vote for the election of directors at any annual or special meeting of the stockholders called for that purpose or by written or electronic transmission of consent as permitted by law.

Section 3.5 Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies occurring in any directorship and newly created directorships may be filled by a majority vote of the remaining directors then in office. Any director so chosen shall hold office for the unexpired term of his or her predecessor in the case of a director elected to fill a vacancy, until the next annual meeting of stockholders in the case of a director elected to fill a newly created directorship, and in each case until his or her successor shall be elected and qualified or until his or her earlier death, resignation, disqualification or removal.

Section 3.6 Meetings.

(a) The initial directors shall hold their first meeting to organize the Corporation, elect officers and transact any other business that may properly come before the meeting. An annual meeting of the Board of Directors shall be held immediately after each annual meeting of the stockholders, or at such time and place as may be noticed for the meeting.

(b) Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by written or electronic transmission of consent of a resolution of the directors.

(c) Special meetings of the Board of Directors shall be called by the President or by the Secretary on the written or electronic transmission of such request of a majority of the Board of Directors and shall be held at such place as may be determined by the directors or as shall be stated in the notice of the meeting.

Section 3.7 Notice of Meetings. Except as provided by law, notice of regular meetings need not be given. Notice of the time and place of any special meeting shall be given to each director by the Secretary. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of business and deposited in a United States post office at least two days before the day on which such meeting is to be held, or by telegraph, telecopy, cable or wireless addressed to such director or delivered personally or by telephone at least 24 hours before the time at which such meeting is to be held. The notice of any meeting need not specify the purpose thereof.

Section 3.8 Quorum, Voting and Adjournment. A majority of the total number of directors or any committee thereof shall constitute a quorum for the transaction of business. The

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vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned.

Section 3.9 Committees. The Board of Directors may, by resolution, designate one or more committees, including but not limited to an Executive Committee and an Audit Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 3.10 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.

Section 3.11 Compensation. The Board of Directors shall have the authority to fix the compensation of directors for their services. In addition, as determined by the Board of Directors, directors may be reimbursed by the Corporation for their expenses, if any, in the performance of their duties as directors. A director may also serve the Corporation in other capacities and receive compensation therefor.

Section 3.12 Remote Meeting. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute the presence in person at such meeting.

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ARTICLE IV

OFFICERS

Section 4.1 Number. The officers of the Corporation shall include a President and a Secretary, both of whom shall be elected by the Board of Directors and who shall hold office for a term of one year and until their successors are elected and qualified or until their earlier resignation or removal. In addition, the Board of Directors may elect a Chairman of the Board of Directors, one or more Vice Presidents, including an Executive Vice President, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The initial officers shall be elected at the first meeting of the Board of Directors and, thereafter, at the annual organizational meeting of the Board of Directors. Any number of offices may be held by the same person.

Section 4.2 Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors.

Section 4.3 Chairman. The Chairman of the Board of Directors shall be a member of the Board of Directors and shall preside at all meetings of the Board of Directors and of the stockholders. In addition, the Chairman of the Board of Directors shall have such powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.4 President. The President shall be the Chief Executive Officer of the Corporation. He or she shall exercise such duties as customarily pertain to the office of President and Chief Executive Officer, and shall have general and active management of the property, business and affairs of the Corporation, subject to the supervision and control of the Board of Directors. He or she shall perform such other duties as prescribed from time to time by the Board of Directors or these Bylaws. In the absence, disability or refusal of the Chairman of the Board of Directors to act, or the vacancy of such office, the President shall preside at all meetings of the stockholders and of the Board of Directors. Except as the Board of Directors shall otherwise authorize, the President shall execute bonds, mortgages and other contracts on behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and, when so affixed, the seal shall be attested by the signature of the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.

Section 4.5 Vice Presidents. Each Vice President, if any are elected, of whom one or more may be designated an Executive Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by the President or the Board of Directors.

Section 4.6 Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors. He or she shall receive, and give receipts for, moneys due and payable to the

8

Corporation from any source whatsoever. He or she shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He or she shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.7 Secretary. The Secretary shall be the Chief Administrative Officer of the Corporation and shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept; (b) cause all notices required by these Bylaws or otherwise to be given properly; (c) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Board of Directors.

Section 4.8 Assistant Treasurers and Assistant Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors.

Section 4.9 Corporate Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors. All checks or other orders for the payment of money shall be signed by the President or the Treasurer or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors.

Section 4.10 Contracts and Other Documents. The President or the Treasurer, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

Section 4.11 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors (subject to any employment agreements that may then be in effect between the Corporation and the relevant officer). None of such officers shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and receiving such compensation by reason of the fact that he or she is also a director of the Corporation.

Section 4.12 Ownership of Stock of Another Corporation. Unless otherwise directed by the Board of Directors, the President or the Treasurer, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the

9

Corporation, to attend and to vote at any meeting of stockholders of any corporation in which the Corporation holds stock and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such stock at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation.

Section 4.13 Delegation of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.

Section 4.14 Resignation and Removal. Any officer may resign at any time in the same manner prescribed under Section 3.3 of these Bylaws. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors.

Section 4.15 Vacancies. The Board of Directors shall have power to fill vacancies occurring in any office.

ARTICLE V

STOCK

Section 5.1 Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number and class of shares of stock in the Corporation owned by him or her. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars. Notwithstanding anything herein to the contrary, the Board of Directors may provide for uncertificated shares in accordance with the General Corporation Law of the State of Delaware.

Section 5.2 Transfer of Shares. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof to the person in charge of the stock and transfer books and ledgers. Such certificates shall be cancelled and new certificates shall thereupon be issued. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.3 Lost, Stolen, Destroyed or Mutilated Certificates. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Board of Directors may direct, in order to indemnify

10

the Corporation against any claims that may be made against it in connection therewith. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated without the posting by the owner of any bond upon the surrender by such owner of such mutilated certificate.

Section 5.4 List of Stockholders Entitled To Vote. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by General Corporation Law of the State of Delaware §219 or to vote in person or by proxy at any meeting of stockholders.

Section 5.5 Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may at any regular or special meeting, declare dividends upon the stock of the Corporation either (a) out of its surplus, as defined in and computed in accordance with General Corporation Law of the State of Delaware §154 and §244 or (b) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Before the declaration of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as from time to time in its discretion may be deemed proper for working capital or as a reserve fund to meet contingencies or for such other purposes as shall be deemed conducive to the interests of the Corporation.

Section 5.6 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing or by electronic transmission without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of

11

stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.7 Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. Except as otherwise required by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee, or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 6.3 of these Bylaws with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 6.2 Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 6.1 of these Bylaws, an indemnitee shall, to the fullest extent not prohibited by law, also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that, if the General Corporation Law of the State of Delaware as then in effect requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to

12

appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise.

Section 6.3 Right of Indemnitee to Bring Suit. If a claim under Section 6.1 or 6.2 of these Bylaws is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that identification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

Section 6.6 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the

13

Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 6.7 Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or it successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Amendments. These Bylaws may be altered, amended or repealed, and new Bylaws made, by the Board of Directors, but the stockholders may make additional Bylaws and may alter and repeal any Bylaws whether adopted by them or otherwise.

Section 7.2 Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7.3 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.4 Fiscal Year. The fiscal year of the Corporation shall end on the Saturday closest to December 31^st of each year, or such other 12 consecutive months as the Board may designate.

Section 7.5 Waiver of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.6 Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 7.7 Inconsistent Provisions; Changes in Delaware Law. If any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation,

14

the General Corporation Law of the State of Delaware or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. If any of the provisions of the General Corporation Law of the State of Delaware referred to above are modified or superceded, the references to those provisions is to be interpreted to refer to the provisions as so modified or superceded.

Date of Adoption: February 3, 2005

15

CERTIFICATE OF SECRETARY

The undersigned, being the duly elected Secretary of American Tire Distributors Holdings, Inc., a Delaware corporation, hereby certifies that the Bylaws to which this Certificate is attached were duly adopted by the Board of Directors of the corporation as of the 3^rd day of February, 2005.

/s/ Donald Hardie

Donald Hardie, Secretary

EX-3.23

Exhibit 3.23

Corporations Section	Roger Williams
P.O. Box 13697	Secretary of State
Austin, Texas 78711-3697

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

TEXAS MARKET TIRE, INC.

Filing Number: 109577900

Articles Of Incorporation	November 28, 1988
Assumed Name Certificate	January 23, 1989
Assumed Name Certificate	January 24, 1989
Assumed Name Certificate	March 20, 1989
Change Of Registered Agent/Office	October 27, 1997
Articles Of Amendment	October 27, 1997
Assumed Name Certificate	December 27, 1997
Assumed Name Certificate	December 27, 1997
Public Information Report (PIR)	December 31, 2001
Public Information Report (PIR)	December 31, 2002
Public Information Report (PIR)	December 31, 2003
Certificate of Assumed Business Name	June 14, 2004
Certificate of Assumed Business Name	June 14, 2004
Articles of Amendment	July 08, 2004
Change of Registered Agent/ Office	August 26, 2004
Certificate of Assumed Business Name	September 03, 2004
Public Information Report (PIR)	December 31, 2004

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 04, 2005.

	Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	TTY: 7-1-1
Prepared by: SOS-WEB		Document: 84300940005

Corporations Section	Roger Williams
P.O. Box 13697	Secretary of State
Austin, Texas 78711-3697

Office of the Secretary of State

/s/ Roger Williams

Roger Williams

Secretary of State

	Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	TTY: 7-1-1
Prepared by: SOS-WEB		Document: 84300940005

ARTICLES OF INCORPORATION

OF

TEXAS MARKET TIRE, INC.

I, the undersigned natural person, being eighteen (18) years of age or more, being a citizen of the State of Texas, acting as incorporator for the corporation under the Texas Business Corporation Act, hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I

Name

The name of the corporation is TEXAS MARKET TIRE, INC.

ARTICLE II

Duration

The period of its duration is perpetual.

ARTICLE III

Purpose

The purposes for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE IV

Stock

The aggregate number of shares the corporation shall have authority to issue is 1,000,000 shares of common stock with $1.00 par value.

ARTICLE V

Address

The street address of the initial registered office of the corporation is 1502 East 36th, Lubbock, Texas 79404, and the name of its initial registered agent at such address is MEL G. SHOOK.

ARTICLE VI

Commencement of Business

The corporation will not commence business until it has received for the issuance of its shares consideration consisting of money, labor done or property actually received, not less than $1,000.00.

ARTICLE VII

Preemptive Rights

The shareholders of the corporation shall have the preemptive rights to acquire unissued or Treasury shares of the corporation or obligations of the corporation convertible into shares.

ARTICLE VIII

Cumulative Voting

Cumulative voting for election of Directors shall not be allowed.

ARTICLE IX

Directors

The number of directors shall be at least one (1) but not more than ten (10), and the number of directors constituting the initial Board of Directors is three (3), and the names and addresses of the persons who are to serve as Directors until their successors are elected and qualified:

MEL G. SHOOK

5227 89TH STREET

LUBBOCK, TEXAS 79424

MELVIN C. SHOOK, JR.

3411 RIVERPATH

SAN ANTONIO, TEXAS 78230

JERRY G. HALE

3501 101ST STREET

LUBBOCK, TEXAS 79423

ARTICLE X

Incorporator

The name and address of the incorporator is :

BENNETT G. COOK

2118 Broadway

P.O. Drawer 10986

Lubbock, Texas 79408-3986

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of November, 1988

/s/ Bennett G. Cook

BENNETT G. COOK

THE STATE OF TEXAS

COUNTY OF LUBBOCK

BEFORE ME, the undersigned authority, on this day personally appeared BENNETT G. COOK, who being by me duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements contained therein are true.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 18th day of November, 1988.

/s/ Julia K. Mecklin

Notary Public State of Texas

Notary’s Printed Name and

Commission Expiration

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS	) (
	) (
COUNTY OF LUBBOCK	) (

I, MEL G. SHOOK, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is SHOOK TIRE COMPANY of Lubbock, Lubbock County, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which laws the corporation was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 1502 East 36th Street, Lubbock, Texas 79404.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 1502 East 36th Street, Lubbock, Texas 79404, and the name of its registered agent at this address is MEL G. SHOOK.

5. The corporation will use the assumed name from January 1, 1989 until December 31, 1999.

6. The corporation is transacting business under its assumed name in Lubbock County, Texas.

I have signed this certificate this 19th day of January 1989.

TEXAS MARKET TIRE, INC.
BY:	/s/ Mel G. Shook
	MEL G. SHOOK, President

STATE OF TEXAS	) (
	) (
COUNTY OF LUBBOCK	) (

BEFORE ME, a Notary Public, on this day personally appeared MEL G. SHOOK, known to me to be the person whose name is subscribed to the foregoing document and being by __ first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 19th day of January, 1989.

/s/ Kelley Griffith

Notary Public, State of Texas

Kelley Griffith 12-12-89

Notary’s Printed Name and

Commission Expiration

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS	) (
	) (
COUNTY OF LUBBOCK	) (

I, MEL G. SHOOK, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is BIG STATE TIRE SUPPLY of Lubbock and Randall Counties, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which laws the corporation was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 1502 East 36th Street, Lubbock, Texas 79404.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 1502 East 36th Street, Lubbock, Texas 79404, and the name of its registered agent at this address is MEL G. SHOOK.

5. The corporation will use the assumed name from January 1, 1989 until December 31, 1999.

6. The corporation is transacting business under its assumed name in Lubbock and Randall Counties, Texas.

I have signed this certificate this 19th day of January, 1989.

TEXAS MARKET TIRE, INC.
BY:	/s/ Mel G. Shook
	MEL G. SHOOK, President

STATE OF TEXAS	) (
	) (
COUNTY OF LUBBOCK	) (

BEFORE ME, a Notary Public, on this day personally appeared MEL G. SHOOK, known to me to be the person whose name is subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 19th day of January, 1989.

/s/ Kelly Griffith

Notary Public, State of Texas

Kelly Griffith 12-12-89

Notary’s Printed Name and

Commission Expiration

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS	) (
	) (
COUNTY OF LUBBOCK	) (

I, MEL G. SHOOK, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is BIG STATE TIRE SUPPLY of Lubbock and Randall Counties, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which laws the corporation was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 1502 East 36th Street, Lubbock, Texas 79404.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 1502 East 36th Street, Lubbock, Texas 79404, and the name of its registered agent at this address is MEL G. SHOOK.

5. The corporation will use the assumed name from January 1, 1989 until December 31, 1999.

6. The corporation is transacting business under its assumed name in Lubbock and Randall Counties, Texas.

I have signed this certificate this 19th day of January, 1989.

TEXAS MARKET TIRE, INC.
BY:	/s/ Mel G. Shook
	MEL G. SHOOK, President

STATE OF TEXAS	) (
	) (
COUNTY OF LUBBOCK	) (

BEFORE ME, a Notary Public, on this day personally appeared MEL G. SHOOK, known to me to be the person whose name is subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 19th day of January, 1989.

/s/ Kelly Griffith

Notary Public, State of Texas

/s/ Kelly Griffith

Notary’s Printed Name and

Commission Expiration

ASSUMED NAME CERTIFICATE

FOR AN INCORPORATED BUSINESS OR PROFESSION

1. The assumed name under which the business or professional service is or is to conducted or rendered is Shook Tire Co.

2. The name of the incorporated business or profession as stated in its Articles or Incorporation or comparable document is Texas Market Tire Inc., and the charter number or certificate of authority number, if any, is                     .

3. The state, country, or other jurisdiction under the laws of which it was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 1502 E. 36^th St Lubbock, Tex. 79404.

4. The period, not to exceed ten years, during which the assumed name will be used is 10 years.

.

5. The corporation is a (circle one) business corporation, non-profit corporation, professional corporation, professional association or other type of corporation (specify)                                                  , or other type of incorporated business, professional or other association or legal entity (specify)                                                  .

6. If the corporation is required to maintain a registered office in Texas, the address of the registered office is 1502 E 36^th St and the name of its registered agent at such address is Melvin G. Shook Lubbock Tex. 79404. The address of the principal office (if not the same as the registered office) is _______________________________________.

7. If the corporation is not required to or does not maintain a registered office in Texas, the office address in Texas is                                                              ; and if the corporation is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is                                                           and the office address elsewhere is                                              .

8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “all” or “all except All”).

/s/ Illegible

Signature of officer, representative

or attorney-in-fact of the corporation

Before me on this 21^st day of February, 1989, personally appeared                                                                   and acknowledged to me that he executed the foregoing certificate for the purposes therein expressed.

	/s/ Illegible
(Notary seal)	Notary Public Lubbock County
	NOTE: A certificate executed and acknowledged by an attorney-in-fact shall include a statement that the attorney-in-fact has been duly authorized in writing by his principal to execute and acknowledge the same.

STATEMENT OF CHANGE OF REGISTERED OFFICE

BY A PROFIT CORPORATION

TEXAS MARKET TIRE, INC.

A Texas Corporation

Charter No. 01095779-00

1. The name of the corporation is TEXAS MARKET TIRE, INC.

2. The address, including street and number, of its present registered office as shown in the records of the Secretary of State Texas, before filing this statement, is 1502 East 36^th Street, Lubbock, Texas 79404.

3. The address, including street and number, to which its registered office is to be changed to is 8308 Upland Avenue, Lubbock, Texas 79424.

4. The name of its present registered agent, as shown in the records of the Secretary of State of the State of Texas, before filing this statement is MEL G. SHOOK.

5. The name of its new registered agent is - NO CHANGE.

6. The address of its registered office and the address of its registered agent as changed, will be identical.

7. Such changes were authorized by:

xx A. The Board of Directors

¨ B. An officer of corporation so authorized by the Board of Directors

/s/ Mel G. Shook

MEL G. SHOOK, President

THE STATE OF TEXAS

COUNTY OF LUBBOCK

BEFORE ME, the undersigned authority, on this day personally appeared MEL G. SHOOK, who being by me duly sworn, declared that he is the person who signed the foregoing document and that the statements contained therein are true.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 21st day of October, 1997.

/s/ Alison Barber

Notary Public, State of Texas

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION

OF TEXAS MARKET TIRE, INC.

CHARTER #01095779-00

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Article of Amendment to its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is TEXAS MARKET TIRE, INC.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on October 20, 1997. The amendment alters Article IV of the original Articles of Incorporation to read as follows:

ARTICLE IV

Stock

The corporation is authorized to issue two classes of shares to be designated respectively “Class A Voting Common” and “Class B Nonvoting Common.” The total number of shares that the corporation is authorized to issue is 1,000,000. The number of Class A Voting Common shares authorized is 500,000, and the par value of each such share is $1.00. The number of Class B Nonvoting Common shares authorized is 500,000 and the par value of each such share is $1.00. Both Class A Voting Common and Class B Nonvoting Common shall have identical participation rights in dividends, corporate distributions, profits, losses and distributions in liquidation of the corporation, the only difference in the two classes of stock being that Class A voting stock has all rights to vote for any and all purposes at stockholders’ meetings.

ARTICLE THREE

The number of shares of the corporation outstanding at the time of the adoption was 1,000, and the number of shares entitled to vote on the amendment was 1,000.

ARTICLE FOUR

The number of shares that voted for the amendment was 1,000, and the number of the shares that voted against the amendment was 0.

DATED: October 20, 1997.

TEXAS MARKET TIRE, INC.
By	/s/ Mel G. Shook
	MEL G. SHOOK, President

THE STATE OF TEXAS

COUNTY OF LUBBOCK

BEFORE ME, the undersigned authority, on this day personally appeared MEL G. SHOOK, who being by me duly sworn, declared that he is the person who signed the foregoing document as President of Texas Market Tire, Inc. and that the statements contained therein are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 20^th day of October, 1997.

/s/ Sandra K. Mallory

Notary Public, State of Texas

2

Texas Market Tire, Inc.

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS

COUNTY OF LUBBOCK

I, Mel G. Shook, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is BIG STATE WHEEL SUPPLY of Hewitt, McLennan County, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which laws the corporation was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 8308 Upland Avenue, Lubbock, Texas 79424.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 8308 Upland Avenue, Lubbock, Texas 79424, and the name of its registered agent at this address is Mel G Shook.

5. The corporation will use the assumed name from January 1, 1998 until December 31, 2008

6. The corporation is transacting business under its assumed name in Lubbock County, Texas.

I have signed this certificate this 12 day of November, 1997.

TEXAS MARKET TIRE, INC.
BY.	/s/ Mel G. Shook
	Mel G. Shook, President

STATE OF TEXAS

COUNTY OF LUBBOCK

Before Me, a Notary Public, on this day personally appeared Mel G. Shook, known to me to be the person whose name is subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12^th day of November 1997

/s/ Stephanie J. Evitt

Notary Public, State of Texas

/s/ Stephanie J. Evitt        10-3-2000

Notary’s Printed Name and Commission Expiration

Texas Market Tire, Inc.

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS

COUNTY OF LUBBOCK

I, Mel G. Shook, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is BIG STATE TIRE SUPPLY of Lubbock, Hildago, Randall, Tom Green, Wichita, Travis, Bexar, and Smith Counties, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which laws the corporation was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 8308 Upland Avenue, Lubbock, Texas 79424.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 8308 Upland Avenue, Lubbock, Texas 79424, and the name of its registered agent at this address is Mel G. Shook

5. The corporation will use the assumed name from January 1, 1998 until December 31, 2008.

6. The corporation is transacting business under its assumed name in Lubbock County, Texas.

I have signed this certificate this 22 day of December, 1997.

TEXAS MARKET TIRE, INC.
BY:	/s/ Mel G. Shook
	Mel G. Shook, President

STATE OF TEXAS

COUNTY OF LUBBOCK

Before Me, a Notary Public, on this day personally appeared Mel G. Shook, known to me to be the person whose name is subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 22^nd day of DECEMBER, 1997

/s/ Alison Barber

Notary Public, State of Texas

/s/ Alison Barber

Notary’s Printed Name and Commission Expiration

PUBLIC INFORMATION REPORT (PIR)

NOTIFICATION

Prior to tax year 2002 copies of Public Information Reports may not have been retained by the Secretary of State of Texas. If you have received this notification in place of a listed report prior to that date you must contact the Comptroller of Public Accounts at (512) 463-4600 to request copies of the record.

_____________ ____________________	3333	02120160107
a. T Code __ 13196
		Do not write in the space above
TEXAS FRANCHISE TAX		c. Taxpayer identification number	d. Report year
PUBLIC INFORMATION REPORT		17522590607	2002
MUST be filed with your Corporation Franchise Tax Report		______	__ 1, 2, 3, 4
Corporation name and address		Secretary of State _________ ____________________________________
TEXAS MARKET TIRE INC.
8308 UPLAND AVENUE     LUBBOCK, TX 79424		_____________ __________ ________            00109577930

The following Information MUST be provided for the Secretary of State (S.O.S) by each corporation that files a Texas Corporation Franchise Tax Report. The information will be available for public inspection.

“SECTION A” MUST BE COMPLETE AND ACCURATE.

If preprinted information is not correct, please type or print the correct information.

x Check hear if there are currently no changes to the information preprinted in Sections A, B, and C of this report.

Corporation’s principal office

8308 UPLAND AVENUE LUBBOCK, TX 79424

Principal place of business

8308 UPLAND AVENUE LUBBOCK, TX 79424

SECTION A. Name, title and mailing address of each officer and director. Use additional sheets, if necessary.

NAME	TITLE	DIRECTOR	Social Security No. (Optional)
M.G. SHOOK	PRES	x YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
J.G. HALE	2ND VP	x YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
M.C. SHOOK	VP	x YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
BILL PFANNENSTIEL	SEC/TREAS	¨ YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
		¨ YES
MAILING ADDRESS			Expiration date (mm-dd-yy)

    SECTION B. List each corporation in which this reporting corporation owns an interest of ten percent (10%) or more. Enter the information requested for each corporation. If none, enter ‘NONE.’ Use additional sheets, if necessary.

Name of owned (subsidiary) corporation	State of Incorporation	Texas S.O.S the number	Percentage interest
NONE
Name of owned (subsidiary) corporation	State of Incorporation	Texas S.O.S the number	Percentage interest

    SECTION C. List each corporation that owns an interest of ten percent (10%) or more in this reporting corporation. Enter the information requested for each corporation. If none, enter “NONE.” Use additional sheets, if necessary.

Name of owned (subsidiary) corporation	State of Incorporation	Texas S.O.S the number	Percentage interest
NONE

Registered agent and registered office currently on file. (Changes must be filed separately with the Secretary of State)
Agent:	MEL. G. SHOOK	PRESIDENT
Office:	8308 UPLAND AVENUE LUBBOCK, TEXAS 79424		¨	Check here if you need forms to change this information

I declare that the information in this document and any attachment is true and correct to the best of my knowledge and belief and that a copy of this report has been mailed to each person named in this report who is an officer or director and who is not currently employed by this corporation or a related corporation.
Sign here	Officer director, or other authorized person	Title	Date	_______ (Area code and number)
	/s/ Illegible	PRESIDENT	3-15-02	806 866 9658

_____________ ____________________	3333	03218220410
a T Code __ 13196
		Do not write in the space above
TEXAS FRANCHISE TAX		c. Taxpayer identification number	d. Report year
PUBLIC INFORMATION REPORT		17522590607	2003
MUST be filed to satisfy franchise tax requirements		______	__ 1, 2, 3, 4
Corporation name and address		Secretary of State _________ ____________________________________
TEXAS MARKET TIRE INC.
8308 UPLAND AVENUE     LUBBOCK, TX 79424		_____________ __________ ________            00109577930

The following information MUST be provided for the Secretary of State (S.O.S) by each corporation or limited liability company that files a Texas Corporation Franchise Tax Report. The information will be available for public inspection.

“SECTION A” MUST BE COMPLETE AND ACCURATE.

If preprinted information is not correct, please type or print the correct information. Please sign below!

• Blacken this circle completely if there are currently no changes to the information preprinted in Sections A, B, and C of this report.

Corporation’s principal office

8308 UPLAND AVENUE LUBBOCK, TX 79424

Principal place of business

8308 UPLAND AVENUE LUBBOCK, TX 79424

SECTION A. Name, title and mailing address of each officer and director. Use additional sheets, if necessary.

NAME	TITLE	DIRECTOR	Social Security No. (Optional)
M.G. SHOOK	PRES	x YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
J.G. HALE	2ND VP	x YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
M.C. SHOOK	VP	x YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
8308 UPLAND AVENUE LUBBOCK, TX 79424
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
		¨ YES
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR	Social Security No. (Optional)
		¨ YES
MAILING ADDRESS			Expiration date (mm-dd-yy)

    SECTION B. List each corporation or limited liability company, if any, in which this reporting corporation or limited liability company owns an interest of ten percent (10%) or more. Enter the information requested for each corporation. Use additional sheets, if necessary.

Name of owned (subsidiary) corporation	State of Incorporation	Texas S.O.S the number	Percentage interest
NONE
Name of owned (subsidiary) corporation	State of Incorporation	Texas S.O.S the number	Percentage interest

    SECTION C. List each corporation or limited liability company, if any, that owns an interest of ten percent (10%) or more in this reporting corporation or limited liability company. Enter the information requested for each corporation or limited liability company if necessary.

Name of owned (subsidiary) corporation	State of Incorporation	Texas S.O.S the number	Percentage interest
NONE

Registered agent and registered office currently on file. (Changes must be filed separately with the Secretary of State.)
Agent:	MEL. G. SHOOK	PRESIDENT
Office:	8308 UPLAND AVENUE LUBBOCK, TEXAS 79424		O      Blacken this circle if you need forms to change this information.

I declare that the information in this document and any attachment is true and correct to the best of my knowledge and belief and that a copy of this report has been mailed to each person named in this report who is an officer or director and who is not currently employed by this corporation or a limited liability company or a related corporation.
Sign here	Officer director or other authorized person	Title	Date	_______ (Area code and number)
	/s/ Illegible	PRESIDENT	7/31/03	(806) 798-8194

After Recording Return To: Bennett G. Cook, P.O. Box 1979, Lubbock, Texas 79408-1979.

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS	)(
	)(
COUNTY OF LUBBOCK	)(

I, MEL G. SHOOK, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is BIG STATE TIRE SUPPLY of Hays County, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which the laws the corporation was incorporated in Texas, and the address of its registered or similar office in that jurisdiction is 8308 Upland Avenue, Lubbock, Texas 79424.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 8308 Upland Avenue, Lubbock, Texas 79424, and the name of its registered agent at this address is MEL G. SHOOK.

5. The corporation will use the assumed name from January 1, 2004, until December 31, 2013.

6. The corporation is transacting business under its assumed name in Hays County, Texas.

I have signed this certificate this 7th day of June, 2004.

TEXAS MARKET TIRE, INC.
By:	/s/ Mel G. Shook
	MEL G. SHOOK, President

STATE OF TEXAS	)(
	)(
COUNTY OF LUBBOCK	)(

Before me, a notary public, on this day personally appeared MEL G. SHOOK, known to me to be the person whose name is subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7th day of June, 2004.

/s/ Bennett G. Cook

Notary Public, State of Texas

Texas Market Tire, Inc.

ASSUMED NAME CERTIFICATE

OF

TEXAS MARKET TIRE, INC.

STATE OF TEXAS

COUNTY OF LUBBOCK

I, Mel G. Shook, President of TEXAS MARKET TIRE, INC., a Texas Corporation, for the purpose of complying with Section 36.11 of the Business and Commerce Code of the State of Texas, do hereby certify the following facts:

1. That the assumed name under which the corporation will conduct and transact business is BIG STATE TIRE SUPPLY of Dallas, Hays County, Texas.

2. That the true and full name of the corporation conducting and transacting the business is TEXAS MARKET TIRE, INC., and the charter number is 01095779.

3. The state, country or other jurisdiction under which laws the corporation was incorporated is Texas, and the address of its registered or similar office in that jurisdiction is 8308 Upland Avenue, Lubbock, Texas 79424.

4. The corporation is required to maintain a registered office in Texas, and the address of the registered office is 8308 Upland Avenue, Lubbock, Texas 79424, and the name of its registered agent at this address is Mel G Shook.

5. The corporation will use the assumed name from January 1, 2004 until December 31, 2014.

6. The corporation is transacting business under its assumed name in Lubbock County, Texas.

I have signed this certificate this 28th day of May, 2004.

TEXAS MARKET TIRE, INC.
BY:	/s/ Mel G. Shook
	Mel G. Shook, President

STATE OF TEXAS

COUNTY OF LUBBOCK

Before me, a Notary Public, on this day personally appeared Mel G. Shook, known to me to be the person whose name is subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of May, 2004.

/s/ Bennett G. Cook

Notary Public, State of Texas

Notary’s Printed Name and

Commission Expiration

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

OF

TEXAS MARKET TIRE, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is TEXAS MARKET TIRE, INC.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on July 6, 2004. Upon the effectiveness of the filing of these Articles of Amendment, each outstanding share of Class A Voting Common Stock of the corporation, par value $1.00 per share, and each outstanding share of Class B Nonvoting Common Stock of the corporation, par value $1.00 per share, shall be converted on a 1 to 1 basis into common stock of the corporation, par value $1.00. This amendment alters Article IV (Stock) of Articles of Incorporation, as amended by those certain Articles of Amendment to the Articles of Incorporation of the corporation filed with the Office of the Secretary of State of Texas on October 27, 1997, to read as follows:

ARTICLE IV

Stock

The capital stock of the corporation shall consist of one class of voting common stock. The aggregate number of shares the corporation shall have authority to issue is 1,000,000 shares of common stock with $1.00 par value.

ARTICLE THREE

The number of voting shares of the corporation outstanding at the time of adoption was 1,000, and the number of shares entitled to vote on the amendment was 1,000.

ARTICLE FOUR

The number of voting shares that voted for the amendment was 1,000, and the number of voting shares that voted against the amendment was 0.

Dated: July 6, 2004

TEXAS MARKET TIRE, INC.
By:	/s/ Melvin G. Shook
	MELVIN G. SHOOK, President

THE STATE OF TEXAS

COUNTY OF LUBBOCK

BEFORE ME, the undersigned authority, on this day personally appeared MELVIN G. SHOOK, who being by me duly sworn, declared that he is the person who signed the foregoing document as President and that the statements contained therein are true.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 6th day of July, 2004.

/s/ Bennett G. Cook

Notary Public, State of Texas

- 2 -

	Filed in the Office of the
Office of the Secretary of State	Secretary of State of Texas
Corporations Section	Filing #: 109577900 08/26/2004
P.O. Box 13697	Document #: 68482170002
Austin, Texas 78711-3697	Image Generated Electronically
(Form 401)	for Web Filing

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1. The name of the entity is:

TEXAS MARKET TIRE, INC.

The file number issued to the entity by the Secretary of State is 109577900.

2. The entity is: (Check one)

þ A business corporation, professional corporation, or professional association, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

¨ A non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

¨ A limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

¨ A limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

¨ A foreign limited liability partnership, which has authorized the changes indicated below, as provided by the Texas Revised Partnership Act.

¨ An out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3. The registered office address as PRESENTLY shown in the records of the Texas Secretary of State is:

8308 UPLAND AVE, Lubbock, TX, USA 79424

4.	þ	A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
		701 Brazos Street, Suite 1050, Austin, TX, USA 78701
		OR
	¨	B. The registered office address will not change.

5. The name of the registered agent as PRESENTLY shown in the records of the Texas Secretary of State is: Mel G Shook.

6. þ A. The name of the NEW registered agent is: Corporation Service Company d/b/a CSC - Lawyers Incorporating Service Company.

OR

¨ B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

8.	þ	A. This document will become effective when the document is filed by the Secretary of State.
	¨	B. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the Secretary of State. The delayed effective date is:

By:	J. Michael Gaither, Vice President
(A person authorized to sign on behalf of the entity)

FILING OFFICE COPY

Office of the Secretary of State

Corporations Section

P.O. Box 13697

Austin, Texas 78711-3697

ASSUMED NAME CERTIFICATE

FOR FILING WITH THE SECRETARY OF STATE

1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Texas Market Tire, Inc.

2. The assumed name under which the business or professional service is or is to be conducted or rendered is Big State American Tire Distributors, Inc.

3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas and the address of its registered or similar office is that jurisdiction is 8308 Upland Ave., Lubbock, TX 79424

4. The period, not to exceed 10 years, during which the assumed name will be used is 10 years from the date of filing of this Certificate.

5. The entity is a (check one):

A.

þ	Business Corporation	¨	Non-Profit Corporation
¨	Professional Corporation	¨	Professional Association
¨	Limited Liability Company	¨	Limited Partnership
¨	Registered Limited Liability Partnership

B. If the entity is some other type business, professional or other association that is incorporated, please specify below (e.g., bank, savings and loan association, etc.)

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 8308 Upland Ave., Lubbock, TX 79424 and the name of its registered agent at such address is Mel shook

The address of the principal office (if not the same as the registered office) is

7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is                                                                                                                                                     and if the entity is not incorporated, organized, or associated under the laws of Texas, the address of its place of business in Texas is                                                                                                                                                                                                           and the office address elsewhere is                                                                                                                                                                                                                  

8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (If applicable, use the designation “ALL” or “ALL EXCEPT”)

ALL

9. The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document.

By	/s/ Illegible
	Signature of officer, general partner, manager, representative or attorney-in-fact of the entity

NOTE

This term is designed to meet statutory requirements for filing with the secretary of state and is not designed to meet ____ requirements __ the ___ _____. Filing requirements for _______ _________ to be filed with the _______ clerk _______. _______ _____ documents filed with the _____clerk are to be executed and ____________ by the filing party, which required that the ________ be _____________.

Form No. 503

Revised 9/99

NORTH CAROLINA

MECKLENBURG COUNTY

I, Deborah B. Gardner, a Notary Public for said County and State, do hereby certify that J. Michael Gaither personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal, this the 3rd day of August, 2004.

/s/ Illegible

Notary Public

My Commission expires October 21, 2008

_____________ ____________________	3333
__ T CODE 13196
		Do not ___________________
TEXAS FRANCHISE TAX		c. __________________________	d. Report year
PUBLIC INFORMATION REPORT		17522590607	2004
MUST be filed to satisfy franchise tax requirements		______	__ 1, 2, 3, 4
Corporation name and address		Secretary of State _________ ____________________________________
TEXAS MARKET TIRE INC.
8308 UPLAND AVENUE     LUBBOCK, TX 79424		_____________ __________ ________             Page 1 00109577930
If preprinted information is not correct, please type or print the correct information. The following Information MUST be provided for the Secretary of State (S.O.S) by each corporation or limited liability company that files a Texas Corporation Franchise Tax Report. Use additional sheets for Sections A, B, and C, if necessary. The information will be available for public inspection.			Please Sign below! __________________ __________________ __________________
•      Blacken this circle completely if there are currently no changes to the information preprinted in Section A of this report. Then, complete Section B and C.

_____________________________________

8308 UPLAND AVENUE LUBBOCK, TX 79424

Principal ____________ business

8308 UPLAND AVENUE LUBBOCK. TX 79424

SECTION A. Name, title and mailing address of each officer and director.

NAME	TITLE	DIRECTOR
M.G. SHOOK	PRES	x YES
________________			Term _________________________
8308 UPLAND AVENUE LUBBOCK, TX 79424

NAME	TITLE	DIRECTOR
J.G. HALE	2ND VP	x YES
MAILING ADDRESS			Term _________________________
8308 UPLAND AVENUE LUBBOCK, TX 79424

NAME	TITLE	DIRECTOR
M.C. SHOOK	VP	x YES
MAILING ADDRESS			Term _________________________
8308 UPLAND AVENUE LUBBOCK, TX 79424

NAME	TITLE	DIRECTOR
		¨ YES
MAILING ADDRESS			Term _________________________

NAME	TITLE	DIRECTOR
		¨ YES
MAILING ADDRESS			Term _________________________

    SECTION B. List each corporation or limited liability company, if any, in which this reporting corporation or limited liability company owns an interest of ten percent (10%) or more. Enter the information requested for each corporation or limited liability company.

Name of owned (subsidiary) corporation	State of Incorporation	Texas ___________	____________________
NONE
Name of owned (subsidiary) corporation	State of Incorporation	Texas ___________	____________________

    SECTION C. List each corporation or limited liability company, if any, that owns an interest of ten percent (10%) or more in this reporting corporation or limited liability company. Enter the information requested for each corporation or limited liability company.

Name of owned ____________________	State of _______________	___________________________	__________________
NONE

Registered agent and registered office currently on file. (See instructions if you need to make changes.)
Agent:	MEL. G. SHOOK	PRESIDENT
Office:	8308 UPLAND AVENUE LUBBOCK, TEXAS 79424		•      Check here if you need forms to change this information

Sign here	Officer director or other authorized person	Title	Date	__________________________________
	/s/ Illegible	PRESIDENT	_______	_____________________________

28

EX-3.24

Exhibit 3.24

BYLAWS

OF

TEXAS MARKET TIRE, INC.

ARTICLE I

OFFICES

Section 1. Principal Office: The principal and registered office shall be at 1502 E. 36th Street, Lubbock, Lubbock County, Texas.

Section 2. Other Offices: The corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers: The business and affairs of the corporation shall be managed by a Board of Directors. The Board may exercise all such powers of the corporation and do all such lawful acts and things not by statute, by the articles of incorporation or these bylaws directed or required to be exercised or done by the stockholders.

Section 2. Membership: The Board of Directors shall consist of three (3) members elected by stockholders at the annual meeting. The Director elected shall serve until the next annual meeting or until his successor is duly elected and qualified. It shall not be necessary for the directors to be stockholders of the corporation or residents of the State of Texas.

In the event of a vacancy on the Board, the remaining Directors by majority vote, shall select a successor director to hold office for the unexpired term of the Director whose place is vacant and until the election and qualification of his successor.

Section 3. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 4. Regular Meetings: A regular meeting of the Board shall be held, without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of the shareholders. The Board of Directors may provide by resolution, the time and place, either within or without the State of Texas, for the holding of additional regular meetings without other notice than such resolution.

Section 5. Special Meetings: Special meetings of the Board may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as a place for holding any special meeting of the Board of Directors called by them.

Section 6. Notice: Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each Director at his business address or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except for when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 7. Manner of Acting: The act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board.

Section 8. Compensation: By resolution of the Board, the Directors may be paid their expenses, if any, for attendance at each meeting, and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 9. Presumption of Assent: A Director of the corporation who is present at the meeting of the Board at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 10. Director’s Annual Statement: The Board shall present at each annual meeting, and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation.

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Section 11. Informal Action by Directors: Any action required to be taken at a meeting of the directors or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE III

OFFICERS

Section 1. Number: The officers of the corporation shall be a president, one or more vice-presidents, the number thereof to be determined by the Board, a secretary-treasurer, and if the Board so determines, an assistant secretary-treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person except offices of president and secretary-treasurer.

Section 2. Election and Term of Office: The officers of the corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such officer shall hold office until his successor shall have been duly elected and shall be qualified or until his death or until he shall resign or until he shall have been removed in the manner hereinafter provided.

Section 3. Removal: Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies: A vacancy in any office due to death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.

Section 5. President: The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board. He may sign with the secretary or other officer of the corporation thereunto authorized by the Board, certificates for shares of the corporation, and deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in case where the signing and execution thereof shall be expressly delegated by the Board, or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general shall perform

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all duties incident to the office of the president and such other duties as may be prescribed by the Board from time to time.

Section 6. The Vice-Presidents: In the absence of the president, in the event of his death, or inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation, and shall perform such other duties as from time to time may be assigned to him by the president or by the Board.

Section 7. The Secretary-Treasurer: The secretary-treasurer shall: (a) keep the minutes of the shareholders meetings and of the Board meetings in one or more books provided for that purpose; (b) see all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary-treasurer by such shareholder; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board; (f) have general charge of the stock transfer books of the corporation; (g) if required by the Board, shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine; (h) have charge and custody of and be responsible for all funds and securities of the corporation; (i) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board; and (j) in general, perform all the duties incident to the office of secretary-treasurer and such other duties as from time to time may be assigned to him by the president or by the Board.

Section 8. Assistant Secretary-Treasurer: The assistant secretary-treasurer, when authorized by the Board, may sign with the president or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board; if required by the Board, give bond for the faithful discharge of his duties in such sums and with such sureties as the Board shall determine; and in general, shall perform such duties as shall be assigned to him by secretary-treasurer, the president or the Board.

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ARTICLE IV

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. The Corporation shall, to the fullest extent to which it is empowered to do so by the Texas Business Corporation Act or any other applicable laws as may from time to time be in effect, indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact he is or was a director or officer of the corporation or is or was serving at the request of the corporation as director, officer, partner, venture, proprietary, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The corporations obligations under this section include, but are not limited to, the convening of any meeting and the consideration of any matter thereby, required by statute in order to determine the eligibility of an officer or director for indemnification. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of the director, officer, employee or agent who may be entitled to such indemnification, to repay such an amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. The corporation’s obligation to indemnify and to prepay expenses under this section shall arise, and all rights granted to director, officers, employees or agents hereunder shall vest at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the time the action first taken or engaged in (or omitted to be taken or engaged in), regardless of when such action, suit or proceeding is first threatened, commenced or completed. Notwithstanding any other provision of these bylaws or the articles or certificate of incorporation of the corporation, no action taken by the corporation, either by amendment of the bylaws or the certificates of incorporation of the corporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under this section which shall have become vested as aforesaid prior to the date such amendment or other corporate action is taken. Further, if any provision of this section shall be held to be invalid or unenforceable, the validity and enforceable of the remaining provisions shall not in any way be effected, or impaired.

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ARTICLE V

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts: The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

Section 4. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board may select.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. General: Certificates representing shares of the corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the president or a vice-president and the secretary-treasurer or assistant secretary-treasurer. The signature of any such officer may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. The name and address of the person to whom the shares are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation shall not be issued until the former certificate for a like number of shares is surrendered and cancelled, except in the case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

Section 2. Transfer of Shares: No stockholder of the corporation shall sell or otherwise dispose of any of the capital stock of the corporation he owns without first having served the Board with written notice setting forth the terms and conditions of the proposed sale or disposition; and the Directors shall

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communicate the notice to all other shareholders. The corporation shall have the option to purchase or retire out of its surplus, all shares of capital stock of the corporation a stockholder may offer for sale or other disposition upon the same terms and conditions set forth in the notice. If the corporation does not elect to purchase all the shares or if the surplus of the corporation is insufficient to retire all of such shares, or if the corporation waives its option, the other stockholders shall have the option to purchase their prorata part of all of the shares the corporation does not purchase or retire upon the same terms and conditions set forth in the notice. If neither the corporation nor the other stockholders exercise the option within thirty (30) days after the notice is received by the Board, the stockholder shall be free to sell or dispose of the stock upon the terms and conditions set forth in the notice. The corporation may refuse to recognize the transfer of any stock not sold or disposed of in accordance with the provisions of this Article; provided, however, the provisions of this Section shall not apply to any testamentary disposition or bona fide gift of the capital stock of the corporation.

There shall be printed or typed on each stock certificate issued by the corporation a notation to the effect any transfer thereof is subject to this limitation on disposition of stock.

Should stockholder comply with the provision hereof, shares of stock may be transferred by delivery of certificates accompanied either by an assignment in writing on the back of the certificate or written power of attorney to sell, assign and transfer same on the books of the corporation signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary federal and state transfer tax stamps affixed and shall be transferable on books of the corporation upon surrender, assignment or endorsement. The person registered on books of the corporation as the owner of any shares of stock shall be entitled to all rights of ownership with respect to such shares. It shall be the duty of every stockholder to notify the corporation of his post office address.

ARTICLE VII

FISCAL YEAR

Section 1. Fiscal Year: The fiscal year of the corporation shall be designated by resolution of the Board.

ARTICLE VIII

DIVIDENDS AND RESERVES

Section 1. Dividends: The Board may from time to time declare and the corporation may pay, dividends on its outstanding

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shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

Section 2. Reserves: Before payment of dividends, there may be set aside out of any funds of the corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, deem proper as a reserve fund to meet contingencies, equalize dividends or for repairing or maintaining property of the corporation or for such purposes as the Directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX

SEAL

Section 1: Seal: The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, and the words, “Texas – 198V yearV.”

ARTICLE X

NOTICE

Section 1. Notice: Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these bylaws or under provisions of the articles of incorporation or under provisions of laws of the State of Texas, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

SHAREHOLDERS

Section 1. Annual Meeting: The annual meeting of the shareholders shall be held on the second Saturday of the second month following the close of the corporation’s annual accounting period, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of the directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2. Special Meetings: Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed

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by statute, may be called by the president or by the Board and shall be called by the president at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting. Business transacted at all special meetings shall be confined to the purpose or purposes stated in the notice of such special meeting of the shareholders.

Section 3. Place of Meeting: The Board may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or any special meeting called by the president or Board. A waiver of notice signed by all shareholders entitled to vote at a meeting designates any place, either within or without the State of Texas, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation, in the State of Texas.

Section 4. Notice of Shareholders Meetings: Written or printed notice, stating the place, day and hour of any shareholders meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary-treasurer, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty (20) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than twenty (20) days and in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a

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dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Section 6. Voting Lists: The officer or agent in charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders a complete list of shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each, which list, for a period of ten (10) days prior to such meeting, shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any shareholder during the time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Section 7. Quorum: The holders of a majority of shares of capital stock issued, outstanding and entitled to vote thereat, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, the articles of incorporation or these bylaws. If, however, such quorum shall not be present or represented at any meeting of stockholders, stockholders entitled to vote thereat, represented in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. Majority Vote: when a quorum is present at any meeting, the vote of the holders of a majority of stock having voting power represented in person or by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of statute, the articles of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Proxies: At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary-treasurer of the corporation

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before or at the time of the meeting. No proxy shall be valid after three (3) months from the date of its execution, unless otherwise provided in the proxy.

Section 10. Voting of Shares by Certain Holders: Shares standing in the name of another corporation or organization may be voted by such officer, agent or proxy as bylaws of such corporation or organization may prescribe, or, in the absence of such provision, as the Board of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver and shares held by or under control of a receiver may be voted by the receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 11. Cumulative Voting: At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal or by distributing such votes on the same principle among any number of candidates.

Section 12. Voting: Unless otherwise provided by statute, the articles of incorporation or these bylaws, each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation.

Section 13. Informal Action by Shareholders: Any action required to be taken at a meeting or shareholders, or any other action taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the

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action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE XII

AMENDMENTS

Section 1. Amendments: The Board shall have full authority to make, alter or amend the code of bylaws at any regular or special meeting of the Board.

The above and foregoing Bylaws of TEXAS MARKET TIRE, INC., were unanimously adopted by all Directors present at the organizational meeting of the Directors held at the offices of Bennett G. Cook, Attorney at Law, 2118 Broadway, Lubbock, Texas, on Jan 2, 1989.

/s/ Mel G. Shook

MEL G. SHOOK, President

ATTEST:

/s/ Jerry G. Hale

JERRY G. HALE, Secretary-Treasurer

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EX-3.25

Exhibit 3.25

Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Roger Williams Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

TEXAS MARKET TIRE HOLDINGS I, INC.

Filing Number: 800356007

Articles of Incorporation Change of Registered Agent/ Office June 18, 2004 August 26, 2004

In testimony whereof, I have hereunto signed my name

officially and caused to be impressed hereon the Seal of

State at my office in Austin, Texas on March 04, 2005.

/s/ Roger Williams

Roger Williams

Secretary of State

Come visit on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	TTY: 7-1-1
Prepared by: SOS-WEB		Document: 843009-10003

ARTICLES OF INCORPORATION

OF

TEXAS MARKET TIRE HOLDINGS I, INC.

I, the undersigned natural person, being eighteen (18) years of age or more, being a citizen of the State of Texas, acting as incorporator for the corporation under the Texas Business Corporation Act, hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I

Name

The name of the corporation is TEXAS MARKET TIRE HOLDINGS I, INC.

ARTICLE II

Duration

The period of its duration is perpetual.

ARTICLE III

Purpose

The purposes for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE IV

Stock

The corporation is authorized to issue two classes of shares to be designated respectively as “Class A Voting Common” and “Class B Nonvoting Common.” The total number of shares that the corporation is authorized to issue is 1,000,000. The number of Class A Voting Common shares authorized is 500,000, and the par value of each such share is $1.00. The number of Class B Nonvoting Common shares is 500,000, and the par value of each such share is $1.00. Both Class A Voting Common and Class B Nonvoting Common shall have identical participation rights in dividends, corporate distributions, profits, losses and distributions in liquidation of the corporation, the only difference in the two classes of stock being that Class A Voting Common stock has all rights to vote for any and all purposes at stockholders’ meetings.

ARTICLE V

Address

The street address of the initial registered office of the corporation is 8308 Upland Avenue, Lubbock, Texas 79424, and the name of its initial registered agent at such address is MELVIN G. SHOOK.

ARTICLE VI

Commencement of Business

The corporation will not commence business until it has received for the issuance of its shares consideration consisting of money, labor done or property actually received, not less than $1,000.00.

ARTICLE VII

Preemptive Rights

The shareholders of the corporation shall have the preemptive rights to acquire unissued or Treasury shares of the corporation or obligations of the corporation convertible into shares.

ARTICLE VIII

Cumulative Voting

Cumulative voting for election of Directors shall not be allowed.

ARTICLE IX

Directors

The number of directors shall be at least one (1) and otherwise as established by the shareholders. The number of directors constituting the initial Board of Directors is One (1), and the name and address of the person who is to serve as Director until his successors are elected and qualified is:

MELVIN G. SHOOK

3710 156^th Street

Lubbock, Texas 79423

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ARTICLE X

Incorporator

The name and address of the incorporate is:

BENNETT G. COOK

1500 Broadway

Suite 400, Wells Fargo Center

Lubbock, Texas 79401

P.O. Drawer 1979 (79408-1979)

IN WITNESS WHEREOF, I have hereunto set my hand this 17^th day of June, 2004.

/s/ Bennett G. Cook

BENNETT G. COOK

* * * * *

THE STATE OF TEXAS

COUNTY OF LUBBOCK

BEFORE ME, the undersigned authority, on this day personally appeared BENNETT G. COOK, who being by me duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements contained therein are true.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 17^th day of June, 2004.

/s/ Renee Hucks

Notary Public, State of Texas

Renee Hucks

Notary’s Printed Name and

Commission Expiration

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TEXAS MARKET TIRE, INC.

3710 156^th Street

Lubbock, Texas 79423

June 16, 2004

To the Secretary of State of Texas:

Re: Consent to Use of Name

Texas Market Tire, Inc., a corporation organized and existing under the laws of the State of Texas, hereby consents to the use of the name Texas Market Tire Holdings I, Inc. in the State of Texas.

TEXAS MARKET TIRE, INC.
By:	/s/ Melvin G. Shook

Name:	MELVIN G. SHOOK
Title:	President

	Filed in the Office of the
Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 (Form 401)	Secretary of State of Texas Filing #: 800356007 08/26/2004 Document #: __467900002 Image Generated Electronically for Web Filing

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1. The name of the entity is:

TEXAS MARKET TIRE HOLDINGS I, INC.

The file number issued to the entity by the Secretary of State is 800356007.

2. The entity is: (Check one)

þ A business corporation, professional corporation, or professional association, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

¨ A non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

¨ A limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

¨ A limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

¨ A foreign limited liability partnership, which has authorized the changes indicated below, as provided by the Texas Revised Partnership Act.

¨ An out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3. The registered office address as PRESENTLY shown in the records of the Texas Secretary of State is:

8308 Upland Avenue, Lubbock, TX, USA 79424

4.	þ	A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
		701 Brazos Street, Suite 1050, Austin, TX, USA 78701

OR

¨ B. The registered office address will not change.

5. The name of the registered agent as PRESENTLY shown in the records of the Texas Secretary of State is: Melvin G Shook.

6. þ A. The name of the NEW registered agent is: Corporation Service Company d/b/a CSC - Lawyers Incorporating Service Company.

OR

¨ B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

8. þ A. This document will become effective when the document is filed by the Secretary of State.

¨ B. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the Secretary of State. The delayed effective date is:                     

By:	J. Michael Gaither, Vice President
(A person authorized to sign on behalf of the entity)

FILING OFFICE COPY

EX-3.26

Exhibit 3.26

BYLAWS

OF

TEXAS MARKET TIRE HOLDINGS I, INC.

ARTICLE I

OFFICES

Section 1. Principal Office: The principal and registered office shall be at 3710 156^th Street, Lubbock, Lubbock County, Texas 79423.

Section 2. Other Offices: The corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers: The business and affairs of the corporation shall be managed by a Board of Directors. The Board may exercise all such powers of the corporation and do all such lawful acts and things not by statute, by the articles of incorporation or these bylaws directed or required to be exercised or done by the stockholders.

Section 2. Membership: The Board of Directors shall consist of one (1) member elected by stockholders at the annual meeting. The Director elected shall serve until the next annual meeting or until his successor is duly elected and qualified. It shall not be necessary for the directors to be stockholders of the corporation or residents of the State of Texas.

In the event of a vacancy on the Board, the remaining Directors by majority vote, shall select a successor director to hold office for the unexpired term of the Director whose place is vacant and until the election and qualification of his successor.

Section 3. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 4. Regular Meetings: A regular meeting of the Board shall be held, without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of the shareholders. The Board of Directors may provide by resolution, the time and place, either within or without the State of Texas, for the holding of additional regular meetings without other notice than such resolution.

Section 5. Special Meetings: Special meetings of the Board may be called by or at the request of the President or any two Directors. The person or persons authorized to call special

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meetings of the Board may fix any place, either within or without the State of Texas, as a place for holding any special meeting of the Board of Directors called by them.

Section 6. Notice: Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each Director at his business address or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except for when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 7. Manner of Acting: The act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board.

Section 8. Compensation: By resolution of the Board, the Directors may be paid their expenses, if any, for attendance at each meeting, and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary to a Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 9. Presumption of Assent: A Director of the corporation who is present at the meeting of the Board at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 10. Director’s Annual Statement: The Board shall present at each annual meeting, and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 11. Informal Action by Directors: Any action required to be taken at a meeting of the directors or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE III

OFFICERS

Section 1. Number: The officers of the corporation shall be a president, one or more vice-presidents, the number thereof to be determined by the Board, a secretary treasurer, and if the Board so determines, an assistant secretary-treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as deemed necessary may be elected or

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appointed by the Board. Any two or more offices may be held by the same person except offices of president and secretary-treasurer.

Section 2. Election and Term of Office: The officers of the corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such officer shall hold office until his successor shall have been duly elected and shall be qualified or until his death or until he shall resign or until he shall have been removed in the manner hereinafter provided.

Section 3. Removal: Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies: A vacancy in any office due to death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.

Section 5. President: The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board. He may sign with the secretary or other officer of the corporation thereunto authorized by the Board, certificates for shares of the corporation, and deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in case where the signing and execution thereof shall be expressly delegated by the Board, or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the Board from time to time.

Section 6. The Vice-Presidents: In the absence of the president, in the event of his death, or inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation, and shall perform such other duties as from time to time may be assigned to him by the president or by the Board.

Section 7. The Secretary-Treasurer: The secretary-treasurer shall: (a) keep the minutes of the shareholders meetings and of the Board meetings in one or more books provided for that purpose; (b) see all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of he seal of the corporation and see the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary-treasurer by such shareholder; (e) sign with the president, or a vice- president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board; (f) have general charge of the stock transfer books of the corporation; (g) if required by the Board, shall give a bond for

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the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine; (h) have charge and custody of and be responsible for all funds and securities of the corporation; (i) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board; and (j) in general, perform all the duties incident to the office of secretary-treasurer and such other duties as from time to time may be assigned to him by the president or by the Board.

Section 8. Assistant Secretary-Treasurer: The assistant secretary-treasurer, when authorized by the Board, may sign with the president or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board; if required by the Board, give bond for the faithful discharge of his duties in such sums and with such sureties as the Board shall determine and in general, shall perform such duties as shall be assigned to him by secretary-treasurer, the president or the Board.

ARTICLE IV

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. The Corporation shall, to the fullest extent to which it is empowered to do so by the Texas Business Corporation Act or any other applicable laws as may from time to time be in effect, indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact he is or was a director or officer of the corporation or is or was serving at the request of the corporation as director, officer, partner, venture, proprietary, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The corporation’s obligations under this section include, but are not limited to, the convening of any meeting and the consideration of any matter thereby, required by statute in order to determine the eligibility of an officer or director for indemnification. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of the director, officer, employee or agent who may be entitled to such indemnification, to repay such an amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. The corporation’s obligation to indemnify and to prepay expenses under this section shall arise, and all rights granted to director, officers, employees or agents hereunder shall vest at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the time the action first taken or engaged in (or omitted to be taken or engaged in), regardless of when such action, suit or proceeding is first threatened, commenced or completed. Notwithstanding any other provision of these bylaws or the articles or certificate of incorporation of the corporation, no action taken by the corporation, either by amendment of the bylaws or the certificates of incorporation of the corporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expense granted under this section which shall have become vested as aforesaid prior to the date such amendment or other corporate action is taken. Further, if any provision of this section shall be held to be invalid or unenforceable, the

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validity and enforceability of the remaining provisions shall not in any way be effected, or impaired.

ARTICLE V

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts: The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

Section 4. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board may select.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. General: Certificates representing shares of the corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the president or a vice-president and the secretary-treasurer or assistant secretary-treasurer. The signature of any such officer may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. The name and address of the person to whom the shares are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation shall not be issued until the former certificate for a like number of shares is surrendered and cancelled, except in the case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

Section 2. Transfer of Shares: No Stockholder of the corporation shall sell or otherwise dispose of any of the capital stock of the corporation he owns without first having served the Board with written notice setting forth the terms and conditions of the proposed sale or disposition: and the Directors shall communicate the notice to all other shareholders of the corporation shall have the option to purchase or retire out of its surplus, all shares of capital stock of the corporation a stockholder may offer for sale or other disposition upon the same terms and conditions set forth in the notice. If the corporation does not elect to purchase all the shares or if the surplus of the corporation is insufficient to retire all of such shares, or if the

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corporation waives its option, the other stockholders shall have the option to purchase their prorata part of all of the shares the corporation does not purchase or retire upon the same terms and conditions set forth in the notice. If neither the corporation nor the other stockholders exercise the option within thirty (30) days after the notice is received by the Board, the stockholder shall be free to sell or dispose of the stock upon the terms and conditions set forth in the notice. The corporation may refuse to recognize the transfer of any stock not sold or disposed of in accordance with the provisions of this Article; provided, however, the provisions of this Section shall not apply to any testamentary disposition or bona fide gift of the capital stock of the corporation.

There shall be printed or typed on each stock certificate issued by the corporation a notation to the effect any transfer thereof is subject to this limitation on disposition of stock.

Should stockholder comply with the provision hereof, shares of stock may be transferred by delivery of certificates accompanied either by an assignment in writing on the back of the certificate or written power of attorney to sell, assign and transfer same on the books of the corporation signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary federal and state transfer tax stamps affixed and shall be transferred on books of the corporation upon surrender, assignment or endorsement. The person registered on books of the corporation as the owner of any shares of stock shall be entitled to all rights of ownership with respect to such shares. It shall be the duty of every stockholder to notify the corporation of his post office address.

ARTICLE VII

FISCAL YEAR

Section 1. Fiscal Year: The fiscal year of the corporation shall be designated by resolution of the Board.

ARTICLE VIII

DIVIDENDS AND RESERVE

Section 1. Dividends: The Board may from time to time declare and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

Section 2. Reserves: Before payment of dividends, there may be set aside out of any funds of the corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, deem proper as a reserve fund to meet contingencies, equalize dividends or for _________ or maintaining property of the corporation or for such purposes as the Directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE IX

SEAL

Section 1: Seal: The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, and the words, “Texas – 2004.”

ARTICLE X

NOTICE

Section 1. Notice: Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these bylaws or under provisions of the articles of incorporation or under provisions of laws of the State of Texas, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

SHAREHOLDERS

Section 1. Annual Meeting: The annual meeting of the shareholders shall be held on the second Saturday of the second month following the close of the corporation’s annual accounting period, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of the directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2. Special Meetings: Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board and shall be called by the president at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting. Business transacted at all special meetings shall be confined to the purpose or purposes stated in the notice of such special meeting of the shareholders.

Section 3. Place of Meeting: The Board may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or any special meeting called by the president or Board. A waiver of notice signed by all shareholders entitled to vote at a meeting designates any place, either within or without the State of Texas, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation, in the State of Texas.

Section 4. Notice of Shareholders Meetings: Written or printed notice, stating the place, day and hour of any shareholders meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than

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fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary-treasurer, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty (20) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than twenty (20) days and in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Section 6. Voting Lists: The officer or agent in charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders a complete list of shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any shareholder during the time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Section 7. Quorum: The holders of a majority of shares of capital stock issued, outstanding and entitled to vote thereat, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, the articles of incorporation or these bylaws. If, however, such quorum shall not be present or represented at any meeting of stockholders, stockholders entitled to vote thereat, represented in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or

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represented. At such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. Majority Vote: When a quorum is present at any meeting, the vote of the holders of a majority of stock having voting power represented in person or by proxy shall decide any question brought before such meeting unless the question is one upon which, by express provision of statute, the articles of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Proxies: At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary-treasurer of the corporation before or at the time of the meeting. No Proxy shall be valid after three (3) months from the date of its execution, unless otherwise provided in the proxy.

Section 10. Voting of Shares by Certain Holders: Shares standing in the name of another corporation or organization may be voted by such officer, agent or proxy as bylaws of such corporation or organization may prescribe, or, in the absence of such provision, as the Board of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver and shares held by or under control of a receiver may be voted by the receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver as appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 11. Cumulative Voting: At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal or by distributing such votes on the same principle among any number of candidates.

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Section 12. Voting: Unless otherwise provided by statute, the articles of incorporation or these bylaws, each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation.

Section 13. Informal Action by Shareholders: Any action required to be taken at a meeting of shareholders, or any other action taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE XII

AMENDMENTS

Section 1. Amendments: The Board shall have full authority to make, alter or amend the code of bylaws at any regular or special meeting of the Board.

The above and foregoing Bylaws of TEXAS MARKET TIRE HOLDINGS I, INC., were unanimously adopted by all of the Directors by written action in lieu of an organizational meeting on June 19, 2004.

/s/ Melvin G. Shook

MELVIN G. SHOOK, President

ATTEST:

/s/ Jerry G. Hale

JERRY G. HALE, Secretary-Treasurer

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EX-3.27

Exhibit 3.27

NORTH CAROLINA

Department of The Secretary of State

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify that

TARGET TIRE, INC.

a corporation duly created, organized, and existing under the laws of the State of North Carolina, having been incorporated on the 18th day of November, 1969, with its period of duration being Perpetual, under the name AVALON TIRE AND AUTOMOTIVE CORP. and the following documents have been filed since that date:

Date	Event	Filed Document
11/18/1969	Creation Filing	Articles of Incorporation
8/20/1979	Name Change	Name Change Domestic
8/20/1979	Survivor	Articles of merger
6/27/1984	Name Change	Name Change Domestic
2/5/1992	Annual Report	Annual Report
7/9/1993	Amendment	Change of Address of Registered Office/Agent
7/9/1993	Annual Report	Annual Report
1/201994	Annual Report	Annual Report
2/3/1995	Annual Report	Annual Report
2/1/1996	Annual Report	Annual Report
2/27/1997	Annual Report	Annual Report
2/3/1998	Annual Report	Annual Report
3/30/1999	Survivor	Articles of merger
3/30/1999	Survivor	Articles of Merger
4/1/1999	Name Change	Corporation Name Change (Domestic)
7/2/1999	Annual Report	Annual Report
4/4/2000	Annual Report	Annual Report
4/9/2001	Annual Report	Annual Report
12/18/2001	Survivor	Articles of Merger
9/30/2002	Annual Report	Annual Report

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 29th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

Date	Event	Filed Document
12/3/2003	Annual Report	Annual Report
3/1/2004	Annual Report	Annual Report
10/11/2004	Amendment	Change of Address of Registered Office/Agent
3/4/2005	Annual Report	Annual Report

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 29th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

I, FURTHER certify that no record is found of other corporate documents having been filed since the 4th day of March, 2005.

I, FURTHER certify that the said corporation’s articles of incorporation are not suspended for failure to comply with the Revenue Act of the State of North Carolina; that the said corporation is not administratively dissolved for failure to comply with the provisions of the North Carolina Business Corporation Act; that its most recent annual report required by G.S. 55-16-22 has been delivered to the Secretary of State; and that the said corporation has not filed articles of dissolution as of the date of this certificate.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 29th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby

certify the following and hereto attached to be a true copy of

ARTICLES OF INCORPORATION

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 18th day of November, 1969.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

ARTICLES OF INCORPORATION

OF

AVALON TIRE AND AUTOMOTIVE CORP.

We, the undersigned natural persons of the age of twenty-one (21) years or more, do hereby associate ourselves into a business corporation under the laws of the State of North Carolina, as contained in Chapter 55 of the General Statutes of North Carolina, entitled “Business Corporation Act”, and the several amendments thereto and to that end do hereby set forth:

1. The name of the Corporation is Avalon Tire and Automotive Corp.

2. The period of duration of the corporation shall be perpetual.

3. The purpose or purposes for which the corporation is organized are:

(a) To engage in the retail and wholesale sales of auto parts and accessories.

(b) To engage in the manufacture and sale and jobbing of automobile and truck tires as well as all other kinds of tires and all other rubber goods and automotive accessories.

(c) To engage in the buying and selling, at wholesale and retail, of automotive and other kinds and types of tires and similar products and the conducting of the general business of vulcanizing, reinforcing, rebuilding and repairing tires of all kinds and descriptions, and such other and further objects as may be necessary and incidental to the carrying on of such business including the buying and owning and otherwise acquiring of the necessary tools and equipment for the business and all matters and things related thereto.

(d) To buy and sell, manufacture and distribute, lease and otherwise deal in, wholesale and retail, new and used automobiles, vehicles, trucks, tractors, trailers, machinery, implements, equipment, accessories, and parts, and to render service in connection with the same.

(e) To purchase, hold, deal in, and sell all kinds of goods, wares and merchandise, either wholesale or retail.

(f) To engage in, conduct and operate any other business which may be deemed adapted, directly or indirectly, to add to the profits of the business of the corporation, or to increase the value of its profits.

(g) And in order to properly prosecute the objects and purposes above set forth, the corporation shall have full power and authority to purchase, lease and otherwise acquire, hold, mortgage, convey and otherwise dispose of all kinds of property, both real and personal, both in this State and in all other States Territories and dependencies of the United States; to purchase the business, good will and other property of any individual, firm or corporation as a going concern, and to assume all its debts, contracts and obligations, provided said business is authorized by the powers contained herein; to construct, equip, and maintain buildings, works, factories and plants; to install, maintain and operate all kinds of machinery and appliances; to operate same by hand, steam, water, electric or other motive power, and generally to perform all acts which may be deemed necessary or expedient for the proper and successful prosecution of the objects and purposes for which the corporation is created.

4. The aggregate number of shares which the corporation shall have authority to issue is 100,000 divided into one class. The designation of such class is common stock of the par value of $1.00 per share.

5. The minimum amount of consideration to be received for its shares, and with which the corporation shall commence business is $300.00.

6. The address of the initial registered office of the corporation is 2221 Lejeune Boulevard, Jacksonville, Onslow County North Carolina, and the name of the initial registered agent at such address is Leonard B. Stein.

7. The number of directors of the corporation shall be fixed by the by-laws, but shall not be less than the minimum number provided in North Carolina General Statutes 55-25 as presently written.

8. One person shall constitute the initial Board of Directors and the name and address of the person who is to serve as director until the first meeting of the shareholders or until his successor is elected and qualified subject to the provisions of the North Carolina General Statutes 55-25 is:

NAME	ADDRESS
Leonard B. Stein	119 Brookview Drive, Jacksonville, N.C.

9. The names and addresses of all of the incorporators are:

NAME	ADDRESS
John D. Warlick, Jr.	313 New Bridge St., Jacksonville, N.C.
Harold L. Waters	313 New Bridge St., Jacksonville, N.C.
Glenn L. Hooper, Jr.	313 New Bridge St., Jacksonville, N.C.

IN TESTIMONY WHEREOF, we have hereunto set our hands, this the 17^th day of November, 1969.

/s/ John D. Warlick, Jr.

/s/ Harold L. Waters

/s/ Glenn L. Hooper, Jr.

NORTH CAROLINA:

ONSLOW COUNTY:

THIS IS TO CERTIFY, that on the 17^th day of November, 1969, before me, a Notary Public, personally appeared John D. Warlick, Jr., Harold L. Waters and Glenn L. Hooper, Jr., who I am

satisfied are the persons named in and who executed the foregoing Articles of Incorporation, and I having first made known to them the contents thereof, they did each acknowledge that they signed and delivered the same as their voluntary act and deed for the uses and purposes therein expressed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, this the 17^th day of November, 1969.

/s/ Illegible

Notary Public

My commission expires: April 4, 1971

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby

certify the following and hereto attached to be a true copy of

ARTICLES OF MERGER

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 30th day of March, 1999.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

FOREIGN AND DOMESTIC BUSINESS CORPORATION

Pursuant to Sections 55-11-05 and 55-11-07 of the General Statutes of North Carolina, the undersigned corporation does hereby submit the following Articles of Merger as the surviving corporation in a merger between a domestic business corporation and one or more foreign business corporations.

1. The name of the surviving corporation is Target Tire & Automotive Corporation, a corporation organized under the laws of North Carolina; the name of the merged corporation is Target Tire & Automotive Corporation of Columbia, a corporation organized under the laws of South Carolina.

2. Attached is a copy of the Plan of Merger and Reorganization that was duly approved in the manner prescribed by law by each of the corporations participating in the merger.

3. With respect to the surviving corporation (check either a or b, as applicable):

a. x Shareholder approval was not required for the merger.

b. ¨ Shareholder approval was required for the merger and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.

4. With respect to the merger corporation (check either a or b, as applicable):

a. x Shareholder approval was not required for the merger.

b. ¨ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.

5. The merger is permitted by the law of the state or country of incorporation or organization of each foreign entity which is a party.

6. Each foreign entity which is a party has complied or shall comply with the applicable laws of its state or country of incorporation or organization.

7. These articles will be effective on March 31, 1999 at 11:59 p.m.

This is the 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION
By:	/s/ Howard M. Stein
	Howard M. Stein, President

PLAN OF MERGER AND REORGANIZATION

OF

TARGET TIRE & AUTOMOTIVE

CORPORATION OF COLUMBIA

INTO

TARGET TIRE & AUTOMOTIVE CORPORATION

I. The following Plan of Merger and Reorganization (the “Plan”) was duly approved by the Board of Directors of each of the undersigned corporation in the manner prescribed by law:

A. CORPORATIONS PARTICIPATING IN MERGER.

Target Tire & Automotive Corporation of Columbia, a South Carolina corporation (the “Disappearing Corporation”), and Target Tire & Automotive Corporation, a North Carolina corporation (the “Surviving Corporation”), propose to merge (the “Merging Corporations”) in accordance with the terms of this Plan.

B. NAME OF SURVIVING CORPORATION.

After the merger, the Surviving Corporation will continue to have the name “Target Tire & Automotive Corporation.”

C. MERGER.

Pursuant to the terms and conditions of this Plan, the Disappearing Corporation will merge into the Surviving Corporation. At the effective time of the merger (the “Effective Time”), the corporate existence of the Disappearing Corporation will cease, and the corporate existence of the Surviving Corporation will continue. The Effective Time shall be 11:59 P.M. on March 31, 1999.

D. CONVERSION AND EXCHANGE OF SHARES.

At the Effective Time, the outstanding shares of the Merging Corporations will be converted and exchanged as follows:

1. Surviving Corporation. The outstanding shares of the Surviving Corporation will not be converted or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

2. Disappearing Corporation. Each outstanding share of the Disappearing Corporation shall be canceled.

E. AMENDMENTS TO CHARTER.

The charter of the Surviving Corporation shall not be amended as a result of the merger.

F. TAX PROVISIONS

The parties intend the merger under this Plan shall be a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

II. At the time of the approval of the foregoing Plan by the Board of Directors of each of the undersigned corporations, the Surviving Corporation was the owner of all outstanding shares of the Disappearing Corporation. The foregoing Plan does not provide for the issuance of any shares by the Surviving Corporation.

IN WITNESS WHEREOF, this Plan is signed by the President and Secretary or Assistant Secretary of each of the Merging Corporations this 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President
By:	/s/ Leonard B. Stein
	Leonard B. Stein, Assistant Secretary

TARGET TIRE & AUTOMOTIVE CORPORATION OF COLUMBIA a South Carolina corporation
By:	/s/ Leonard B. Stein
	Leonard B. Stein, President
By:	/s/ Howard M. Stein
	Howard M. Stein, Secretary

WAIVER OF MAILING

Target Tire & Automotive Corporation, a North Carolina corporation (“Target Tire”) is the sole shareholder of Target Tire & Automotive Corporation of Columbia, a South Carolina corporation (“Target Columbia”). Target Tire and Target Columbia propose to merge pursuant to the terms of that certain Plan of Merger and Reorganization, executed as of the 26^th day of March, 1999. As sole shareholder, Target Tire hereby waives its right to receive by mail a copy of the Plan pursuant to Section 55-11-04 of the North Carolina Business Corporations Act and Section 33-11-104 of the South Carolina Code.

IN WITNESS WHEREOF, Target Tire has executed this Waiver this 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby

certify the following and hereto attached to be a true copy of

ARTICLES OF MERGER

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 18th day of December, 2001.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

SOSID: 0008084

Date Filed: 12/18/2001 4:16 PM

Effective: 12/31/2001

Elaine F. Marshall

North Carolina Secretary of State

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to §55-11-05 and 55-11-07 of the General Statutes of North Carolina, the undersigned corporation as the surviving corporation in a merger hereby submits the following Articles of Merger.

1. The name of the surviving or acquiring corporation is Target Tire, Inc., a corporation organized under the laws of North Carolina; the name of the merged corporation is Harris Tire Wholesale, Inc., a corporation organized under the laws of Virginia.

2. Attached is a copy of the Plan of Merger and Reorganization that was duly adopted in the manner prescribed by law by the board of directors of each of the corporations participating in the merger.

3. With respect to the surviving corporation (check either a or b, whichever is applicable):

a. x Shareholder approval was not required for the merger or share exchange;

b. ¨ Shareholder approval was required for the merger or share exchange.

     Shareholder approval for the plan of merger was obtained as required by Chapter 55 of the North Carolina General Statutes.

4. With respect to the merged corporation (check either a or b, whichever is applicable):

a. x Shareholder approval was not required for the merger or share exchange;

b. ¨ Shareholder approval was required for the merger or share exchange.

     Shareholder approval for the plan of merger was obtained as required by Chapter 55 of the North Carolina General Statutes.

5. These articles will be effective on December 31, 2001 at 11:59 p.m.

This the 14^th day of December, 2001.

TARGET TIRE, INC.
By:	/s/ Howard M. Stein
	Howard M. Stein, President

PLAN OF MERGER AND REORGANIZATION

OF

HARRIS TIRE WHOLESALE, INC.

INTO

TARGET TIRE, INC.

I. The following Plan of Merger and Reorganization (the “Plan”) was duly approved by the Board of Directors of each of the Merging Corporations (defined below) in the manner prescribed by law:

A. CORPORATIONS PARTICIPATING IN MERGER.

Harris Tire Wholesale, Inc., a Virginia corporation (the “Disappearing Corporation”), and Target Tire, Inc., a North Carolina corporation (the “Surviving Corporation”), propose to merge (the “Merging Corporations”) in accordance with the terms of this Plan.

B. NAME OF SURVIVING CORPORATION.

After the merger, the Surviving Corporation will continue to have the name “Target Tire, Inc.”

C. MERGER.

Pursuant to the terms and conditions of this Plan, the Disappearing Corporation will merge into the Surviving Corporation. At the effective time of the merger (the “Effective Time”), the corporate existence of the Disappearing Corporation will cease, and the corporate existence of the Surviving Corporation will continue. The Effective Time shall be 11:59 P.M., Eastern Standard Time, on December 31, 2001.

D. CONVERSION AND EXCHANGE OF SHARES.

At the Effective Time, the outstanding shares of the Merging Corporations will be converted and exchanged as follows:

1. Surviving Corporation. The outstanding shares of the Surviving Corporation will not be converted or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

2. Disappearing Corporation. Each outstanding share of the Disappearing Corporation shall be canceled, with no consideration paid therefor.

E. AMENDMENTS TO ARTICLES OF INCORPORATION.

The articles of incorporation of the Surviving Corporation shall not be amended as a result of the merger.

II. At the time of the approval of the foregoing Plan by the Board of Directors of each of the Merging Corporations in the manner prescribed by law, the Surviving Corporation was the owner of all the issued outstanding shares of the Disappearing Corporation. The foregoing Plan does not provide the issuance of any shares by the Surviving Corporation.

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F . MARSHALL, Secretary of State of the State of North Carolina, do hereby

certify the following and hereto attached to be a true copy of

ARTICLES OF MERGER

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 20th day August, 1979

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

NORTH CAROLINA:

ONSLOW COUNTY:

ARTICLES OF MERGER OF DOMESTIC CORPORATIONS

INTO

AVALON-TARGET TIRE AND AUTOMOTIVE CORPORATION

The undersigned corporations hereby execute these Articles of Merger for the purpose of merging into one of such corporations:

1. The attached Plan of Merger was duly approved by the shareholders of each of the undersigned corporations in the manner prescribed by law:

Avalon Tire and Automotive Corp.

Target Tire and Automotive Corporation

The said Plan of Merger is attached to these Articles of Merger and is hereby incorporated by reference as though fully herein set out.

2. As to each of the undersigned corporations, all of the outstanding shares of the common stock for each of said corporations was voted in favor of the attached Plan of Merger, there being 27,500 shares of common stock of Avalon Tire and Automotive Corp. outstanding and 300 shares of common stock of Target Tire and Automotive Corporation outstanding. There were no dissenting votes and no other class of stock has heretofore been issued by each of the undersigned corporations.

IN WITNESS WHEREOF, these Articles of Merger are signed by the President and Secretary of each corporation this the 1st day of October, 1977, all by authority of each of said corporations’ Board of Directors duly given.

	AVALON TIRE AND AUTOMOTIVE CORP.
	By:	/s/ Leonard B. Stein
		President
ATTEST:
/s/ Ruth S. Stein
Secretary
	TARGET TIRE AND AUTOMOTIVE CORPORATION
	By:	/s/ Leonard B. Stein
		President
ATTEST:
/s/ Ruth S. Stein
Secretary

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein and Ruth S. Stein, who, being duly sworn, says that he is President of Avalon Tire and Automotive Corp./ and she is the Secretary thereof and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation, and that the facts therein contained are true.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: April 17, 1980

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein and Ruth S. Stein, who, being duly sworn, says that he is President of Target Tire and Automotive Corporation/ and she is the Secretary thereof and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation, and that the facts therein contained are true.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: April 17, 1980

NORTH CAROLINA:

ONSLOW COUNTY:

PLAN OF MERGER

THIS PLAN OF MERGER, made as of the 1st day of October, 1977, by TARGET TIRE AND AUTOMOTIVE CORPORATION and AVALON TIRE AND AUTOMOTIVE CORP.

W I T N E S S E T H:

THAT WHEREAS, the parties to this Plan of Merger have heretofore been operated as independent and separate corporations; and,

WHEREAS, the respective Boards of Directors of each of said corporations are desirous of effecting a statutory merger whereby Target Tire and Automotive Corporation shall be merged into and consolidated with Avalon Tire and Automotive Corp., which corporation is to be known after the effective date of said merger is Avalon-Target Tire and Automotive Corporation; and,

WHEREAS, the respective Boards of Directors of each of said corporations have agreed upon the following Plan of Merger.

NOW, THEREFORE, for and in consideration of the sum of Ten ($10) Dollars and other valuable consideration, Target Tire and Automotive Corporation and Avalon Tire and Automotive Corp. hereby agree on the following Plan of Merger:

1. That the name of the corporation proposing to merge is Target Tire and Automotive Corporation, hereinafter referred to as the “Merging Company”.

2. The name of the corporation into which the Merging Company proposes to merge is Avalon Tire and Automotive Corp., hereinafter referred to as the “Surviving Company”, which company shall be the surviving corporation.

3. The name of the Surviving Company shall be Avalon-Target Tire and Automotive Corporation.

4. Pursuant to the terms and conditions of this plan, the Merging Company shall be merged into the Surviving Company. Upon the merger of the Merging Company into the Surviving Company, the corporate existence of the Merging Company shall cease and the corporate existence of the Surviving Company shall continue. The time at which the merger becomes effective is hereinafter referred to as the “Effective Date”, said date being the date as of the date of this agreement.

5. Upon the merger becoming effective, the outstanding shares of the corporations participating in the merger shall be converted and exchanged as follows:

(a) The shares of the Surviving Company outstanding on the Effective Date shall not be converted nor altered in any manner as a result of the merger and shall remain outstanding as shares of the Surviving Company.

(b) Each outstanding share of the Merging Company shall be converted into and exchanged for one share of Avalon-Target Tire and Automotive Corporation herein referred to as the Surviving Company in such a manner so that no shares of the Surviving Company shall be issued or exchanged or otherwise used in connection with the merger except as herein set out.

(c) No fractional shares of the Surviving Company will be issued; but any shareholder of the Merging Company who would otherwise be entitled to receive a fractional share shall be given an additional whole share of the Surviving Company if he would be entitled to five-tenths (.5) or more of a fractional share; any shareholder of the Merging Company who would receive less than five - tenths (.5) of a fractional share shall not receive any consideration for its fractional interest.

(d) Each holder of a certificate or certificates representing outstanding shares of a Merging Company shall surrender the same to the Company on or before the effective date; and the Merging Company shall thereupon deliver said certificate or certificates to the Surviving Company. Each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of the Surviving Company to which he is entitled under this plan.

6. The Charter of the Surviving Company will be amended by appropriate action of its respective officers and Board of Directors so that the legal name of said Surviving Company shall be Avalon-Target Tire and Automotive Corporation.

IN WITNESS WHEREOF, this Plan of Merger has been executed by the President and Secretary of the respective corporate parties hereto as of the effective date.

	TARGET TIRE AND AUTOMOTIVE CORPORATION
	By:	/s/ Leonard B. Stein
		President
ATTEST:
/s/ Ruth S. Stein
Secretary
	AVALON TIRE AND AUTOMOTIVE CORP.
	By:	/s/ Leonard B. Stein
		President
ATTEST:
/s/ Ruth S. Stein
Secretary

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein, who, being duly sworn says that he is President of Target Tire and Automotive Corporation and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: April 17, 1980

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein, who, being duly sworn, says that he is President of Avalon Tire and Automotive Corp. and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: April 17, 1980

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF MERGER

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 30th day of March, 1999.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

FOREIGN AND DOMESTIC BUSINESS CORPORATION

Pursuant to Sections 55-11-05 and 55-11-07 of the General Statutes of North Carolina, the undersigned corporation does hereby submit the following Articles of Merger as the surviving corporation in a merger between a domestic business corporation and one or more foreign business corporations.

1. The name of the surviving corporation is Target Tire & Automotive Corporation, a corporation organized under the laws of North Carolina; the name of the merged corporation is Target Tire & Automotive Corporation of Charleston, a corporation organized under the laws of South Carolina.

2. Attached is a copy of the Plan of Merger and Reorganization that was duly approved in the manner prescribed by law by each of the corporations participating in the merger.

3. With respect to the surviving corporation (check either a or b, as applicable):

a. x Shareholder approval was not required for the merger.

b. ¨ Shareholder approval was required for the merger and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.

4. With respect to the merged corporation (check either a or b, as applicable):

a. x Shareholder approval was not required for the merger.

b. ¨ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.

5. The merger is permitted by the law of the state or country of incorporation or organization of each foreign entity which is a party.

6. Each foreign entity which is a party has complied or shall comply with the applicable laws of its state or country of incorporation or organization.

7. These articles will be effective on March 31, 1999 at 11:59 p.m.

This is the 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION
By:	/s/ Howard M. Stein
	Howard M. Stein, President

PLAN OF MERGER AND REORGANIZATION

OF

TARGET TIRE & AUTOMOTIVE

CORPORATION OF CHARLESTON

INTO

TARGET TIRE & AUTOMOTIVE CORPORATION

I. The following Plan of Merger and Reorganization (the “Plan”) was duly approved by the Board of Directors of each of the undersigned corporations in the manner prescribed by law:

A. CORPORATIONS PARTICIPATING IN MERGER.

Target Tire & Automotive Corporation of Charleston, a South Carolina corporation (the “Disappearing Corporation”), and Target Tire & Automotive Corporation, a North Carolina corporation (the “Surviving Corporation”), propose to merge (the “Merging Corporations”) in accordance with the terms of this Plan.

B. NAME OF SURVIVING CORPORATION.

After the merger, the Surviving Corporation will continue to have the name “Target Tire & Automotive Corporation.”

C. MERGER.

Pursuant to the terms and conditions of this Plan, the Disappearing Corporation will merge into the Surviving Corporation. At the effective time of the merger (the “Effective Time”), the corporate existence of the Disappearing Corporation will cease, and the corporate existence of the Surviving Corporation will continue. The Effective Time shall be 11:59 P.M. on March 31, 1999.

D. CONVERSION AND EXCHANGE OF SHARES.

At the Effective Time, the outstanding shares of the Merging Corporations will be converted and exchanged as follows:

1. Surviving Corporation. The outstanding shares of the Surviving Corporation will not be converted or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

2. Disappearing Corporation. Each outstanding share of the Disappearing Corporation shall be canceled.

E. AMENDMENTS TO CHARTER.

The charter of the Surviving Corporation shall not be amended as a result of the merger.

F. TAX PROVISIONS

The parties intend the merger under this Plan shall be a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

II. At the time of the approval of the foregoing Plan by the Board of Directors of each of the undersigned corporations, the Surviving Corporation was the owner of all the outstanding shares of the Disappearing Corporation. The foregoing Plan does not provide for the issuance of any shares by the Surviving Corporation.

IN WITNESS WHEREOF, this Plan is signed by the President and Secretary or Assistant Secretary of each of the Merging Corporations this 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President
By:	/s/ Leonard B. Stein
	Leonard B. Stein, Assistant Secretary

TARGET TIRE & AUTOMOTIVE CORPORATION OF CHARLESTON a South Carolina corporation
By:	/s/ Leonard B. Stein
	Leonard B. Stein, President
By:	/s/ Howard M. Stein
	Howard M. Stein, Secretary

WAIVER OF MAILING

Target Tire & Automotive Corporation, a North Carolina corporation (“Target Tire”) is the sole shareholder of Target Tire & Automotive Corporation of Charleston, a South Carolina corporation (“Target Charleston”). Target Tire and Target Charleston propose to merge pursuant to the terms of that certain Plan of Merger and Reorganization, executed as of the 26^th day of March, 1999. As sole shareholder, Target Tire hereby waives its right to receive by mail a copy of the Plan pursuant to Section 55-11-04 of the North Carolina Business Corporations Act and Section 33-11-104 of the South Carlina Code.

IN WITNESS WHEREOF, Target Tire has executed this Waiver this 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President

NORTH CAROLINA

Department of the Secretary of State

To all whom these present shall come, Greeting:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF AMENDMENT

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 1st day of April, 1999.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

State of North Carolina

Department of the Secretary of State

ARTICLES OF AMENDMENT

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purposes of amending its Articles of Incorporation:

1. The name of the corporation is Target Tire & Automotive Corporation.

2. The text of each amendment adopted is as follows:

Article I of the Company’s Articles of Incorporation shall be deleted in its entirety and the following new Article I substituted therefor:

“I. The name of the corporation is Target Tire, Inc.”

3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: N/A

4. The date of adoption of each amendment was as follows: 26 February 1999

5. (Check either a, b, c, or d, whichever is applicable)

a.¨ The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.

b.¨ The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.

c.¨ The amendment(s) was (were) duly adopted by the board of directors without shareholder approval as shareholder approval was not required.

d.x The amendment was approved by shareholder action. Shareholder approval for the Articles of Amendment were obtained as required by Chapter 55 of the North Carolina General Statutes.

6. These articles will be effective upon filing.

This the 26th day of February, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION
By:	/s/ Howard M. Stein
	Howard M. Stein, President

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby

certify the following and hereto attached to be a true copy of

ARTICLES OF AMENDMENT

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 20th day of August, 1979

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

NORTH CAROLINA:

ONSLOW COUNTY:

ARTICLES OF MERGED OF DOMESTIC CORPORATIONS

INTO

AVALON-TARGET TIRE AND AUTOMOTIVE CORPORATION

The undersigned corporations hereby execute these Articles of Merger for the purpose of merging into one of such corporations:

1. The attached Plan of Merger was duly approved by the shareholders of each of the undersigned corporations in the manner prescribed by law:

Avalon Tire and Automotive Corp.

Target Tire and Automotive Corporation

The said Plan of Merger is attached to these Articles of Merger and is hereby incorporated by reference as though fully herein set out.

2. As to each of the undersigned corporations, all of the outstanding shares of the common stock for each of said corporations was voted in favor of the attached Plan of Merger, there being 27,500 shares of common stock of Avalon Tire and Automotive Corp. outstanding and 300 shares of common stock of Target Tire and Automotive Corporation outstanding. There were no dissenting votes and no other class of stock has heretofore been issued by each of the undersigned corporations.

IN WITNESS WHEREOF, these Articles of Merger are signed by the President and Secretary of each corporation this the 1st day of October, 1977, all by authority of each, of said corporations’ Board of Directors duly given.

AVALON TIRE AND AUTOMOTIVE CORP.
By:	/s/ Leonard B. Stein
	President

ATTEST:

/s/ Ruth S. Stein

Secretary

TARGET TIRE AND AUTOMOTIVE CORPORATION
By:	/s/ Leonard B. Stein
	President

ATTEST:

/s/ Ruth S. Stein

Secretary

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977 before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein and Ruth S. Stein, who, being duly sworn, says that he is President of Avalon Tire and Automotive Corp. and she is the Secretary thereof and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation, and that the facts therein contained are true.

Witness my hand and notarial; seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: April 17, 1980

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, Personally came Leonard B. Stein and Ruth S. Stein, who, being duly sworn says that he is President of Target Tire and Automotive Corporation and she is the Secretary thereof and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation, and that facts therein contained are true.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: April 17, 1980

NORTH CAROLINA:

ONSLOW COUNTY:

PLAN OF MERGER

THIS PLAN OF MERGER, made as of the 1st day of October, 1977, by TARGET TIRE AND AUTOMOTIVE CORPORATION and AVALON TIRE AND AUTOMOTIVE CORP.

W I T N E S S E T H:

THAT WHEREAS, the parties to this Plan of Merger have heretofore been operated as independent and separate corporations; and,

WHEREAS, the respective Boards of Directors of each of said corporation are desirous of effecting a statutory merger whereby Target Tire and Automotive Corporation shall be merged into and consolidated with Avalon Tire and Automotive Corp., which corporation is to be known after the effective date of said merger is Avalon-Target Tire and Automotive Corporation: and,

WHEREAS, the respective Boards of Directors of each of said corporation have agreed upon the following Plan of Merger.

NOW, THEREFORE, for and in consideration of the sum of Ten ($10) Dollars and other valuable consideration, Target Tire and Automotive Corporation and Avalon Tire and Automotive Corp. hereby agree on the following Plan of Merger:

1. That the name of the corporation proposing to merge is Target Tire and Automotive Corporation, hereinafter referred to as the “Merging Company”.

2. The name of the corporation into which the Merging Company proposes to merge is Avalon Tire and Automotive Corp., hereinafter referred to as the “Surviving Company”, which company shall be the surviving corporation.

3. The name of the Surviving Company shall be Avalon-Target Tire and Automotive Corporation.

4. Pursuant to the terms and conditions of this plan, the Merging Company shall be merged into the Surviving Company. Upon the merger of the Merging Company into the Surviving Company, the corporate existence of the Merging Company shall cease and the corporate existence of the Surviving Company shall continue. The time at which the merger become effective is hereinafter referred to as the “Effective Date”, said date being the date as of the date of this agreement.

5. Upon the merger becoming effective, the outstanding shares of the corporations participating in the merger shall be converted and exchanged as follows:

(a) The shares of the Surviving Company outstanding on the Effective Date shall not be converted nor altered in any manner as a result of the merger and shall remain outstanding as shares of the Surviving Company.

(b) Each outstanding share of the Merging Company shall be converted into and exchanged for one share of Avalon-Target Tire and Automotive Corporation herein referred to as the Surviving Company in such a manner so that no shares of the Surviving Company shall be issued or exchanged or otherwise used in connection with the merger except as herein set out.

(c) No fractional shares of the Surviving Company will be issued; but any shareholder of the Merging Company who would otherwise be entitled to receive a fractional share shall be given an additional whole share of the Surviving Company if he would be entitled to five-tenths (.5) or more of a fractional shares any shareholder of the Merging Company who would receive less than five-tenths (.5) of a fractional share shall not receive any consideration for its fractional interest.

(d) Each holder of a certificate or certificates representing outstanding shares of a Merging Company shall surrender the same to that company on or before the effective date; and the Merging Company shall thereupon deliver said certificate or certificates to the Surviving Company. Each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of the Surviving Company to which he is entitled under this plan.

6. The Charter of the Surviving Company will be amended by appropriate action of its respective officers and Board of Directors so that the legal name of said Surviving Company shall be Avalon-Target Tire and Automotive Corporation.

IN WITNESS WHEREOF, this Plan of Merger has been executed by the President and Secretary of the respective corporate parties hereto as of the effective date.

TARGET TIRE AND AUTOMOTIVE CORPORATION
By:	/s/ Leonard B. Stein
	President

ATTEST:

/s/ Ruth S. Stein

Secretary

AVALON TIRE AND AUTOMOTIVE CORP.
By:	/s/ Leonard B. Stein
	President

ATTEST:

/s/ Ruth S. Stein

Secretary

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein, who, being duly sworn, says that he is President of Target Tire and Automotive Corporation and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: 17, 1980

NORTH CAROLINA:

ONSLOW COUNTY:

This 1st day of October, 1977, before me, O. Ward Lanier, a Notary Public, personally came Leonard B. Stein, who, being duly sworn, says that he is President of Avalon Tire and Automotive Corp. and that the seal affixed to the foregoing instrument in writing is the corporate seal of the said corporation, and that said writing was signed and sealed by him in behalf of the said corporation by its authority duly given and the said Leonard B. Stein acknowledged the said writing to be the act and deed of said corporation.

Witness my hand and notarial seal, this the 1st day of October, 1977.

/s/ O. Ward Lanier

Notary Public

My Commission Expires: 17, 1980

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF AMENDMENT

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 27th day of June, 1984.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

ARTICLES OF AMENDMENT

TO THE CHARTER OF

AVALON-TARGET TIRE AND AUTOMOTIVE CORPORATION

The undersigned corporation hereby executes these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is Avalon-Target Tire and Automotive Corporation.

2. The following amendment to the Charter of the corporation was adopted by its shareholders on the 10^th day of May, 1983, in the manner prescribed by law:

The name of the corporation shall be changed to:

“Target Tire & Automotive Corporation”

3. The number of shares of the corporation outstanding at the time of such adoption was 27,653; and the number of shares entitled to vote thereon was 27,653.

4. The number of shares voted for such amendment was 27,653; and the number of shares voted against such amendment was zero.

5. The amendment herein effected does not give rise to dissenter’s rights to payment for the reason that the only effect of such amendment is to change the name of the corporation.

IN WITNESS WHEREOF, these Articles of Amendment are signed by the President and Secretary of the corporation this 10^th day of May, 1983.

AVALON-TARGET TIRE AND AUTOMOTIVE CORPORATION
By:	/s/ Leonard B. Stein
	Leonard B. Stein, President

By:	/s/ Howard M. Stein
	Howard M. Stein, Secretary

NORTH CAROLINA:

ONSLOW COUNTY:

I, _____________ B. Dash, a Notary Public in and for said County and State, do hereby certify that on this 10^th day of May, 1983, personally appeared before me Leonard B. Stein and Howard M. Stein, each of whom, being by me first duly sworn, deposes and says that he signed the foregoing Articles of Amendment in the capacity indicated, that he was authorized so to sign, and that the statements therein contained are true.

Witness my hand and notarial seal this 10^th day of May, 1983.

/s/ Illegible

Notary Public

My Commission Expires: 1-11-88

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the state of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF MERGER

OF

TARGET TIRE, INC.

the original of which was filed in this office on the 30^th day of March, 1999.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 4^th day of March, 2005

/s/ Elaine F. Marshall

Secretary of State

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to §55-11-05 of the General Statutes of North Carolina, the undersigned corporation is the surviving corporation in a merger hereby submits the following Articles of Merger.

1. The name of the surviving or acquiring corporation is Target Tire & Automotive Corporation, a corporation organized under the laws of North Carolina; the name of the merged corporation is Target Tire and Automotive Corporation of Atlanta, a corporation organized under the laws of North Carolina.

2. Attached is a copy of the Plan of Merger and Reorganization that was duly adopted in the manner prescribed by law by the board of directors of each of the corporations participating in the merger.

3. With respect to the surviving corporation (check either a or b, whichever is applicable):

a. x Shareholder approval was not required for the merger or share exchange;

b. ¨ Shareholder approval was required for the merger or share exchange.

     Shareholder approval for the plan of merger was obtained as required by Chapter 55 of the North Carolina General Statutes.

4. With respect to the merged corporation (check either a or b, whichever is applicable):

a. x Shareholder approval was not required for the merger or share exchange;

b. ¨ Shareholder approval was required for the merger or share exchange.

     Shareholder approval for the plan of merger was obtained as required by Chapter 55 of the North Carolina General Statutes.

5. These articles will be effective on March 31, 1999 at 11:59 p.m.

This the 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION
By:	/s/ Howard M. Stein
	Howard M. Stein, President

PLAN OF MERGER AND REORGANIZATION

OF

TARGET TIRE AND AUTOMOTIVE

CORPORATION OF ATLANTA

INTO

TARGET TIRE & AUTOMOTIVE CORPORATION

I. The following Plan of Merger and Reorganization (the “Plan”) was duly approved by the Board of Directors of each of the undersigned corporations in the manner prescribed by law:

A. CORPORATIONS PARTICIPATING IN MERGER.

Target Tire and Automotive Corporation of Atlanta, a North Carolina corporation (the “Disappearing Corporation”), and Target Tire & Automotive Corporation, a North Carolina corporation (the “Surviving Corporation”), propose to merge (the “Merging Corporations”) in accordance with the terms of this Plan.

B. NAME OF SURVIVING CORPORATION.

After the merger, the Surviving Corporation will continue to have the name “Target Tire & Automotive Corporation.”

C. MERGER.

Pursuant to the terms and conditions of this Plan, the Disappearing Corporation will merge into the Surviving Corporation. At the effective time of the merger (the “Effective Time”), the corporate existence of the Disappearing Corporation will cease, and the corporate existence of the Surviving Corporation will continue. The Effective Time shall be 11:59 P.M. on March 31, 1999.

D. CONVERSION AND EXCHANGE OF SHARES.

At the Effective Time, the outstanding shares of the Merging Corporations will be converted and exchanged as follows:

1. Surviving Corporation. The outstanding shares of the Surviving Corporation will not be converted or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

2. Disappearing Corporation. Each outstanding share of the Disappearing Corporation shall be canceled.

E. AMENDMENTS TO CHARTER.

The charter of the Surviving Corporation shall not be amended as a result of the merger.

F. TAX PROVISIONS

The parties intend the merger under this Plan shall be a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

II. At the time of the approval of the foregoing Plan by the Board of Directors of each of the undersigned corporations, the Surviving Corporation was the owner of all the outstanding shares of the Disappearing Corporation. The foregoing Plan does not provide the issuance of any shares by the Surviving Corporation.

IN WITNESS WHEREOF, this Plan is signed by the President and Secretary or Assistant Secretary of each of the Merging Corporation this 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President
By:	/s/ Leonard B. Stein
	Leonard B. Stein, Assistant Secretary

TARGET TIRE AND AUTOMOTIVE CORPORATION OF ATLANTA a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President
By:	/s/ Leonard B. Stein
	Leonard B. Stein, Assistant Secretary

WAIVER OF MAILING

Target Tire & Automotive Corporation, a North Carolina corporation (“Target Tire”) is the sole shareholder of Target Tire and Automotive Corporation of Atlanta, a North Carolina corporation (“ Target Atlanta”). Target Tire and Target Atlanta propose to merge pursuant to the terms of that certain Plan of Merger and Reorganization, executed as of the 26^th day of March, 1999. As sole shareholder, Target Tire hereby waives its right to receive by mail a copy of the Plan pursuant to Section 55-11-04 of the North Carolina Business Corporations Act.

IN WITNESS WHEREOF, Target Tire has executed this Waiver this 26^th day of March, 1999.

TARGET TIRE & AUTOMOTIVE CORPORATION a North Carolina corporation
By:	/s/ Howard M. Stein
	Howard M. Stein, President

EX-3.28

Exhibit 3.28

BY-LAWS OF

TARGET TIRE AND AUTOMOTIVE CORPORATION

ARTICLE I.

1. Certificates of stock shall be issued in numerical order from the stock certificate book; they shall be signed by the President and the Secretary, and the company seal shall be affixed thereto and attached by the Secretary. A record of each certificate shall be kept on the stub thereof.

2. Transfers of stock shall be made only upon the books of the corporation, and before new certificate is issued, the old certificate must be surrendered for cancellation, by the Secretary. The stock books of the corporation shall be closed for transfers thirty days before general elections and ten days before dividend days.

3. No new stock shall be issued without the approval of the stockholders holding a majority of the outstanding stock of the corporation.

4. No stockholder may transfer his stock without first offering it to the other stockholders in proportion to their holdings in the corporation at least ten days prior to selling the said stock.

ARTICLE II.

Stockholders.

1. The annual meeting of the stockholders of this corporation shall be held at the principal place of business of the corporation at 10:00 o’clock A.M. on the first Monday of October of each year, if not a legal holiday, but if a legal holiday, then on the following day.

2. Special meeting of the stockholders may be held at the principal office of the corporation at any time, upon the call of the Board of Directors, or of stockholders holding together at least one-tenth of the capital stock.

3. Notice of meetings, written or printed, for every regular or special meeting of the stockholders, shall be prepared and mailed to the last know post office address of each stockholder and not less than ten days before any such meeting. If for a special meeting, such notice shall state the object or objects thereof.

4. A quorum at any meeting of the stockholders shall consist of a majority of the voting stock of the company, represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting.

5. No formal order of business need be followed in any meeting, regular or special, of the stockholders.

ARTICLE III.

Directors.

1. There shall be a board of three directors who shall be elected annually by ballot of the stockholders for the term of one year but they shall serve for such time in excess of one year until the election and acceptance of their duly qualified successors.

2. The annual meeting of the board of directors shall be held immediately following the regular meeting of the stockholders at the same place. Other regular meetings of the directors may be held at such time and place as the board may, form time to time, designate by resolution.

3. Special meetings of the board of directors may be held in the principal office of the corporation in Jacksonville, North Carolina, and shall be called at any time by the President or by any two directors.

4. Notices of both regular and special meetings shall be mailed by the Secretary to each member of the board not less than the ________ days before any such meeting, and notices of special meetings shall state the purposes thereof.

5. A quorum at any meeting shall consist of a majority of the entire membership of the board. A majority of such quorum shall decide any question that may come before the meeting.

6. Officers of the corporation shall be elected by ballot by the Board of Directors at their first meeting after the election of directors

each year. If any office becomes vacant during the year, otherwise than by removal, the board of directors shall fill the same for the unexpired term. The Board of Directors shall fix the compensation of the officers and agents of the corporation.

7. No formal order of business need be followed in any meeting, regular or special, of the board of directors.

ARTICLE IV.

Officers.

1. The officers of this corporation shall be a President, Vice-President, a Secretary and a Treasurer, who shall be elected for one year and shall hold office until their successors are elected and qualified even though the term may exceed one year. The Board of Directors shall have the authority to combine any two of the office, and to elect one person to serve in the capacity of any two of the said offices.

2. The president shall preside at all meetings, shall sign all certificates of stock, shall have the sole authority to sign all checks and orders of payment of money of the corporation, without the necessity of the same being countersigned, shall sign all contracts, and other instruments of the corporation, and shall perform all such other duties as are incident to the office which may be properly required by the Board of Directors.

3. In the absence of disability of the President, the Vice-President shall exercise all of the functions of the President.

4. The secretary shall issue all notices of the meetings, shall keep their minutes, shall have charge of the seal and the corporate books, shall sign all certificates of stock signed by the President, and shall make such reports and perform such other duties as are incident to the office or as are properly required of him by the Board of Directors.

5. The treasurer shall have custody of all of the funds and securities of the corporation, shall deposit the same in the name of the corporation in such bank or banks as the directors may elect, shall have the authority to sign, without the same being counter signed, all checks notes and orders for payment of money, shall at all reasonable times exhibit his books and accounts to any directors or stockholder of the corporation upon application at the office of the corporation during business hours and shall perform such other duties as are incident to the office or as are properly required of him by the Board of Directors.

6. The Board of Directors shall have the authority from time to time to designate such people as the board may deem necessary to sign or counter sign checks, irrespective of the provisions of the duties of the officers contained in this Article.

ARTICLE V.

Seal.

The corporate seal of the corporation shall consist of two concentric circles, between which is the name of the corporation and in the center shall be inscribed the words “Corporate Seal”.

ARTICLE VI.

Dividends.

Dividends shall be declared only form the net profits of the corporation at such times as the Board of Directors shall deem it prudent to direct, and no dividend shall be declared out of the capital of the corporation or that will diminish the capital of the corporation.

ARTICLE VII.

These by-laws may be amended, repealed, or amended, in whole or in part, by a majority vote of the Board of Directors, at any regular meeting of the said Board or any special meeting where such action has been announced in the call and notice of such meeting.

EX-4.1

Exhibit 4.1

EXECUTION COPY

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

$51,480,000 Principal Amount at Maturity 13% Senior Discount Notes due 2013

INDENTURE

Dated as of March 31, 2005

WACHOVIA BANK, NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

	Page
ARTICLE I Definitions and Incorporation by Reference	1
Section 1.01. Definitions	1
Section 1.02. Other Definitions	29
Section 1.03. Incorporation by Reference of Trust Indenture Act	30
Section 1.04. Rules of Construction	30
ARTICLE II The Securities	31
Section 2.01. Form, Dating and Denominations	31
Section 2.02. Execution and Authentication; Exchange Securities; Additional Securities	32
Section 2.03. Registrar and Paying Agent	33
Section 2.04. Paying Agent to Hold Money in Trust	34
Section 2.05. Securityholder Lists	35
Section 2.06. Replacement Securities	35
Section 2.07. Outstanding Securities	35
Section 2.08. Temporary Securities	36
Section 2.09. Cancellation	36
Section 2.10. CUSIP Numbers	36
Section 2.11. Registration, Transfer and Exchange	36
Section 2.12. Restrictions on Transfer and Exchange	39
Section 2.11. Reg. S Temporary Offshore Global Securities	41
Section 2.14. Defaulted Interest	42
ARTICLE III Redemption	42
Section 3.01. Notices to Trustee	42
Section 3.02. Selection	42
Section 3.03. Notice	43
Section 3.04. Effect of Notice of Redemption	43
Section 3.05. Deposit of Redemption Price	44
Section 3.06. Securities Redeemed in Part	44
Section 3.07. Optional Redemption	44
Section 3.08. Mandatory Prepayment	45
Section 3.09. No Sinking Fund	45
Section 3.10. Repurchase Offers	45
ARTICLE IV Covenants	48
Section 4.01. Payment of Securities	48
Section 4.02. Reports	48
Section 4.03. Incurrence of Debt and Issuance of Preferred Stock	49

i

	Page
Section 4.04. Restricted Payments	52
Section 4.05. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	55
Section 4.06. Asset Sales	57
Section 4.07. Transactions with Affiliates	59
Section 4.08. Change of Control	61
Section 4.09. Compliance Certificates	61
Section 4.10. Limitation on Designations of Unrestricted Subsidiaries	62
Section 4.11. Liens	63
Section 4.12. Limitation on Issuance of Guarantees	63
Section 4.13. Business Activities	63
Section 4.14. Payments for Consent	63
Section 4.15. Taxes	64
Section 4.16. Corporate Existence	64
ARTICLE V Successor Issuer	64
Section 5.01. Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer	64
ARTICLE VI Defaults and Remedies	65
Section 6.01. Events of Default and Remedies	65
Section 6.02. Acceleration	67
Section 6.03. Other Remedies	68
Section 6.04. Waiver of Past Defaults	68
Section 6.05. Control by Majority	68
Section 6.06. Limitation on Suits	69
Section 6.07. Rights of Holders to Receive Payment	69
Section 6.08. Collection Suit by Trustee	69
Section 6.09. Trustee May File Proofs of Claim	69
Section 6.10. Priorities	70
Section 6.11. Undertaking for Costs	70
Section 6.12. Waiver of Stay or Extension Laws	70
ARTICLE VII Trustee	71
Section 7.01. Duties of Trustee	71
Section 7.02. Rights of Trustee	72
Section 7.03. Individual Rights of Trustee	73
Section 7.04. Trustee's Disclaimer	73
Section 7.05. Notice of Defaults	73
Section 7.06. Reports by Trustee to Holders	73
Section 7.07. Compensation and Indemnity	74
Section 7.08. Replacement of Trustee	75
Section 7.09. Successor Trustee by Merger, Etc.	76

ii

	Page
Section 7.10. Eligibility; Disqualification	76
Section 7.11. Preferential Collection of Claims Against Issuer	76
ARTICLE VIII Discharge of Indenture; Defeasance	76
Section 8.01. Legal Defeasance and Covenant Defeasance	76
Section 8.02. Conditions to Legal or Covenant Defeasance	77
Section 8.03. Satisfaction and Discharge of Indenture	79
Section 8.04. Deposited Money and Government Notes to be Held in Trust; Other Miscellaneous Provisions	79
Section 8.05. Repayment to Issuer	80
Section 8.06. Reinstatement	80
ARTICLE IX Amendments	80
Section 9.01. Without Consent of Holders	80
Section 9.02. With Consent of Holders	81
Section 9.03. Compliance with Trust Indenture Act	82
Section 9.04. Revocation and Effect of Consents and Waivers	82
Section 9.05. Notation on or Exchange of Securities	83
Section 9.06. Trustee to Sign Amendments	83
ARTICLE X Miscellaneous	83
Section 10.01. Trust Indenture Act Controls	83
Section 10.02. Notices	83
Section 10.03. Communication by Holders with Other Holders	84
Section 10.04. Certificate and Opinion as to Conditions Precedent	84
Section 10.05. Statements Required in Certificate or Opinion	84
Section 10.06. When Securities Disregarded	85
Section 10.07. Rules by Trustee, Paying Agent and Registrar	85
Section 10.08. Legal Holidays	85
Section 10.09. GOVERNING LAW	85
Section 10.10. No Recourse Against Others	85
Section 10.11. Successors	85
Section 10.12. Multiple Originals	85
Section 10.13. Table of Contents; Headings	86
Section 10.14. Severability	86
Section 10.15. No Adverse Interpretation of Other Agreements	86

EXHIBITS
EXHIBIT A	FORM OF SECURITY
EXHIBIT B	RESTRICTED LEGEND

iii

EXHIBIT C	DTC LEGEND
EXHIBIT D	REGULATIONS CERTIFICATE
EXHIBIT E	RULE 144A CERTIFICATE
EXHIBIT F	INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE
EXHIBIT G	CERTIFICATE OF BENEFICIAL OWNERSHIP
EXHIBIT H	TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND

iv

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N/A
(a)(4)	N/A
(b)	7.08; 7.10
(c)	N/A
311(a)	7.11
(b)	7.11
(c)	N/A
312(a)	2.05
(b)	10.03
(c)	10.03
313(a)	7.06
(b)(1)	N/A
(b)(2)	7.06
(c)	10.02
(d)	7.06
314(a)	4.02; 4.09
(b)	N/A
(c)(1)	10.04
(c)(2)	10.04
(c)(3)	10.04
(d)	N/A
(e)	10.05
(f)	N/A
315(a)	7.01
(b)	7.05; 10.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	10.06
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N/A
(b)	6.07
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.03
318(a)	10.01

N/A means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

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INDENTURE dated as of March 31, 2005, between AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (together with its successors, the “Issuer”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (or any successor trustee, the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of (i) the Issuer’s 13% Senior Discount Notes due 2013 issued on the Issue Date, (ii) any Additional Securities (as defined herein) that may be issued on any other issue date and (iii) if and when issued as provided in a Registration Rights Agreement, the Issuer’s 13% Senior Discount Notes due 2013 issued in a Registered Exchange Offer (as defined below) in exchange for any Securities referred to in clause (i) or (ii):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Accreted Value” means, in respect of the Securities, as of any date (the “Specified Date”‘), the amount provided below for each $1,000 principal amount at maturity of Securities:

(1) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
October 1, 2005	$	827.85
April 1, 2006	$	881.66
October 1, 2006	$	938.97
April 1, 2007	$	1000.00

(2) if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue price of the Security and (B) an amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days elapsed from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months;

(3) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date

immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the immediately preceding Semi-Annual Accrual Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(4) if the Specified Date occurs on or after the last Semi-Annual Accrual Date, the Accreted Value will equal $1,000.

In the case of any other Debt, “Accreted Value” shall refer to the principal amount or accreted value thereof, as applicable.

“Acquired Debt” means, with respect to any specified Person:

(1) Debt of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Debt incurred in connection with, or in contemplation of, such other Person’s merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Debt secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in a Registration Rights Agreement.

“Additional Securities” means any Securities issued under this Indenture in addition to the Initial Securities, including any Exchange Securities issued in exchange for such Additional Securities, having the same terms in all respects as the Initial Securities except that interest will accrue on the Additional Securities from their issue date.

“Affiliate” of any specified Person means:

(1) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person;

(2) any other Person that owns, directly or indirectly, 10% or more of such specified Person’s Voting Stock; or

(3) solely for purposes of the definition of “Initial Control Group,” any Person who is a director or officer of (a) such Person, (b) any Subsidiary of such Person or (c) any Person described in clause (1) or (2) above.

For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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“Agent” means any Registrar, Paying Agent or Authenticating Agent.

“Agent Member” means a member of, or a participant in, the Depositary.

“Amended and Restated Credit Facility” means the Fourth Amended and Restated Loan and Security Agreement expected to be dated on or about the Issue Date among ATD Operating Company and other co-borrowers and the financial institutions named therein, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise).

“Applicable Premium” means, with respect to any Security at any redemption date, the greater of (i) 1.0% of the Accreted Value of such Security or (ii) the excess of (A) the present value at such time of the redemption price of such Security at April 1, 2007 (such redemption price being set forth in the table in Section 3.07(a)), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the Accreted Value of such Security on the date of redemption.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including by way of merger or consolidation or a sale and leaseback); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole shall be governed by Section 5.01 and not by Section 4.06, and

(2) the issue or sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests of any of the Issuer’s Subsidiaries (other than director’s qualifying shares),

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions that have a fair market value in excess of, or for Net Proceeds in excess of $5.0 million.

Notwithstanding the foregoing, the following shall not be Asset Sales:

(a) a transfer of assets or an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary or a transfer of assets by the Issuer to a Restricted Subsidiary;

(b) a Restricted Payment or Permitted Investment that is permitted by Section 4.04 (including any formation of or contribution of assets to a Subsidiary or joint venture);

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(c) any disposition of property or assets (including inventory and accounts receivable) of the Issuer or any of its Subsidiaries in the ordinary course of business, or that in the reasonable judgment of the Issuer, have become uneconomic, obsolete or worn out;

(d) the disposition of Cash Equivalents or cash;

(e) the sale or factoring of receivables or related assets (or a fractional undivided interest therein) on customary market terms pursuant to Credit Facilities or in a Qualified Receivables Transaction but only if the proceeds thereof received by the Issuer and its Restricted Subsidiaries, in the judgment of the Board of Directors, represent the fair market value of such receivables and other assets (net of customary discounts); and

(f) the sale or other disposition of Equity Interests of, or other Investments in, an Unrestricted Subsidiary.

“ATD Operating Company” means American Tire Distributors, Inc. and its successors.

“Authenticating Agent” refers to a Person engaged to authenticate the Securities in the stead of the Trustee.

“Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” or “group”, as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition and (ii) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more members of the Initial Control Group (or one or more members of the Initial Control Group are deemed to share beneficial ownership with one or more other persons of any shares of Capital Stock), (a) such “group” shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group forming a part of such group and (b) any person (other than a member of the Initial Control Group) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group that is a part of such group (or in which such person shares beneficial ownership).

“Berkshire Partners” means Berkshire Partners LLC.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or (except if used in the definition of “Change of Control”) any authorized committee of the Board of Directors of such Person;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

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(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of any date, an amount equal to the sum of:

(1) 85% of the aggregate book value of all accounts receivable of the Issuer and its Restricted Subsidiaries; and

(2) 65% of the aggregate book value of all inventory owned by the Issuer and its Restricted Subsidiaries;

all calculated on a consolidated basis in accordance with GAAP.

To the extent that information is not available as to the amount of accounts receivable or inventory as of a specific date, the Issuer shall use the most recent available information for purposes of calculating the Borrowing Base.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York State or the state in which the Corporate Trust Office is located are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. The Stated Maturity of any Capital Lease Obligation is the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(3) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

(2) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank or trust company having capital and surplus in excess of $300 million;

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(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above or whose unsecured long-term Debt is rated not less than “A” by S&P or “A2” by Moody’s at the time such Investment is made or entered into with any Affiliate of any such financial institution;

(4) commercial paper rated “A 2” or better by S&P or “P 2” or better by Moody’s and in each case maturing within one year after the date of acquisition;

(5) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P;

(6) Debt with a rating of “A” or higher from S&P or “A2” or higher from Moody’s having a maturity not more than one year from the date of acquisition; and

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1)-(6) above.

“Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit G.

“Certificated Security” means a Security in registered individual form without interest coupons.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Initial Control Group, becomes the Beneficial Owner, directly or indirectly (whether as a result of the issuance of securities of the Issuer, any merger, consolidation, liquidation or dissolution of the Issuer, any direct or indirect transfer of securities by the Initial Control Group or otherwise), of more than 50% of the total voting power of the Voting Stock of the Issuer and the Initial Control Group does not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Issuer;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” other than a member of the Initial Control Group; or

(3) at any time after the first public offering of common stock of the Issuer any person other than the Initial Control Group (or their designated board members), (a)(i) nominates one or more individuals for election to the Board of Directors of the Issuer, which individuals have not been approved for election by the Initial Control

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Group or a vote by the majority of the Board of Directors then in office and (ii) solicits proxies, authorizations or consents in connection therewith and (b) such number of nominees elected to serve on the Board of Directors in such election and all previous elections after the Issue Date and not so approved represents a majority of the Board of Directors of the Issuer following such election.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Commodity Hedging Agreements” means any futures contract or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in commodities prices.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) plus, without duplication, to the extent deducted in computing such Consolidated Net Income:

(a) Consolidated Interest Expense and the amortization of deferred financing costs of such Person and its Restricted Subsidiaries for such period;

(b) provision for taxes based on income, profits or capital (including franchise taxes) of such Person and its Restricted Subsidiaries for such period;

(c) depreciation and amortization expense, including amortization of inventory write-up under SFAS 141, amortization or write-off of intangibles (including goodwill and the non-cash costs of Interest Rate Agreements, Commodity Hedging Agreements or Currency Agreements, license agreements and non-competition agreements) and non-cash amortization of Capital Lease Obligations;

(d) expenses and charges related to any equity offering, incurrence of Debt, Investment or acquisition or divestiture (including any such expenses or charges relating to the Transactions);

(e) the amount of any restructuring or unusual charge or reserve;

(f) any non-cash charge or expense (excluding any such non-cash expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period), including unrealized gains (or less any losses) from hedging, foreign currency or commodities translations and transactions and any write-downs, write-offs, and other non-cash charges, items and expenses;

(g) the amount of any expense relating to any minority interest of Restricted Subsidiaries,

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(h) expenses consisting of internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP;

(i) with respect to periods prior to the Issue Date, all items reflected in the calculation of Adjusted EBITDA set forth in footnote five to the section entitled “Summary Historical and Unaudited Pro Forma Consolidated Financial Data” in the Offering Memorandum; and

(j) costs of surety bonds in connection with financing activities;

(2) minus any cash payment for which a reserve or charge of the kind described in clauses (f) or (g) of subclause (1) above was taken during such period.

“Consolidated Coverage Ratio” means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period. In the event that (i) the Issuer or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Debt (other than revolving credit borrowings or revolving advances under any Qualified Receivables Transaction) or issues or redeems Preferred Stock or (ii) any Qualified Holdco Debt of a Holding Company is incurred, assumed or redeemed, in each case subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Coverage Ratio is made (the “Calculation Date”), then the Consolidated Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Debt, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter reference period, provided that no pro forma effect shall be given to the incurrence of any Permitted Debt incurred on the Calculation Date or the discharge on the Calculation Date of any Debt from the proceeds of any such Permitted Debt.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, and discontinued operations determined in accordance with GAAP on or prior to the Calculation Date, shall be given effect on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations or discontinued operations (and the reduction or increase of any associated Consolidated Interest Expense, and the change in Consolidated Cash Flow, resulting therefrom, including as a result of any Pro Forma Cost Savings) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger or consolidation or discontinued an operation, that would have required adjustment pursuant to this definition, then the Consolidated Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

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For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a financial or accounting officer of the Issuer. If any Debt to which pro forma effect is given bears interest at a floating rate, the interest expense on such Debt shall be calculated as if the rate in effect on the Calculation Date had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement in effect on the Calculation Date). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated net interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest expense, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings or any Qualified Receivables Transaction, and net payments (if any) pursuant to Hedging Obligations relating to Interest Rate Agreements or Currency Agreements with respect to Debt, excluding, however, (a) amortization or write-off of debt issuance costs, commissions, fees and expenses and (b) any transaction fees and charges;

(2) the consolidated capitalized interest of such Person and its Restricted Subsidiaries for that period, whether paid or accrued;

(3) any interest expense on Debt of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries or any series of preferred stock of any of its Restricted Subsidiaries other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Equity Interests) or to the Issuer or a Restricted Subsidiary of the Issuer; and

(5) in the case of the Issuer, any interest expense of a Holding Company to the extent related to Qualified Holdco Debt during the applicable period;

in each case, determined on a consolidated basis and in accordance with GAAP.

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“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (without duplication); provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Restricted Subsidiary of such Person and the net losses of any such Person shall only be included to the extent funded with cash from the Issuer or any Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary (other than any Foreign Restricted Subsidiary) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, prohibited by operation of the terms of its charter or any agreement or instrument (other than an agreement or instrument of ATD Operating Company), judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction with respect to the payment of dividends has been waived;

(3) the cumulative effect of a change in accounting principles shall be excluded (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP);

(4) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Issuer or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Issuer (other than Disqualified Stock);

(5) to the extent deducted in determining Net Income, the (a) fees, expenses and other costs incurred in connection with the Transactions on or about the Issue Date, in each case, to the extent that such fee, expense, cost or payment is disclosed in the Offering Memorandum, (b) any amortization or write-off of goodwill or other intangible assets and (c) any increased depreciation or amortization expense or one-time non-cash charges arising solely from the Transactions or any acquisition consummated after the Issue Date (or resulting from purchase accounting in connection therewith) shall in each case be excluded; and

(6) any net after tax gain or loss from discontinued operations and any net after tax gain or loss on disposal of discontinued operations shall be excluded.

“Corporate Trust Office” means the office of the Trustee specified in Section 10.02 or any other office specified by the Trustee from time to time pursuant to such Section.

“Credit Facilities” means, with respect to the Issuer and its Restricted Subsidiaries, one or more debt facilities (including the Amended and Restated Credit Facility), receivables facilities (including all Qualified Receivables Transactions) or commercial paper facilities with banks,

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insurance companies or other institutional lenders providing for revolving credit loans, term loans, notes, factoring or other receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables) or letters of credit or other credit facilities, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which the Issuer or any Restricted Subsidiary is a party or of which it is a beneficiary.

“Debt” means, with respect to any Person (without duplication):

(1) any indebtedness of such Person, whether or not contingent,

(a) in respect of borrowed money; or

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances; or

(c) representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than six months after the date of purchase thereof), except any such balance that constitutes an accrued expense or trade payable; or

(d) representing any Hedging Obligations,

if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(2) all indebtedness under clause (1) of other Persons secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) provided that the amount of indebtedness of such Person shall be the lesser of:

(a) the fair market value of such asset at such date of determination; and

(b) the amount of such indebtedness of such other Persons;

(3) to the extent not otherwise included, the Guarantee by such Person of any Debt under clause (1) of any other Person; and

(4) any Disqualified Stock of such Person;

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provided, however, that Debt shall not include:

(a) obligations of the Issuer or any of its Restricted Subsidiaries arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that:

(i) such obligations are not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (i)); and

(ii) the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition,

(b) (i) obligations under (or constituting reimbursement obligations with respect to) letters of credit, performance bonds, surety bonds, appeal bonds, completion guarantees or similar instruments issued in connection with the ordinary course of a Permitted Business and not in connection with the incurrence of Debt for borrowed money, including letters of credit in respect of workers’ compensation claims, security or lease deposits and self-insurance; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing, and (ii) obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of day-light overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such obligations are extinguished within three Business Days of incurrence; or

(c) customer deposits in the ordinary course of business.

Except as otherwise expressly provided in this definition, or in the definition of “Disqualified Stock” the amount of any Debt outstanding as of any date shall be:

(1) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(2) with respect to any Hedging Obligation, the net amount payable if such Hedging Obligation terminated at that time due to default by such Person;

(3) the accreted value thereof, in the case of any Debt issued at a discount to par; or

(4) except as provided above, the principal amount or liquidation preference thereof, in the case of any other Debt.

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“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Depositary” means the depositary of each Global Security, which will initially be DTC.

“Disqualified Equity Interests” means Disqualified Stock and all warrants, options or other rights to acquire Disqualified Stock (but excluding any debt security that is convertible into, or exchangeable for, Disqualified Stock).

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities; or

(2) convertible into or exchangeable at the option of the holder thereof at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities for Capital Stock referred to in clause (1) above or Debt.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Issuer or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04; (C) prior to the consummation of an initial public offering by the Issuer, no class of common stock of the Issuer, whether currently in existence or created hereafter, shall constitute Disqualified Stock solely because it is required to be redeemed to the extent that the holder thereof does not exercise a right to “tag-along” with a sale of Class D Stock (provided that the Issuer is required to obtain the funds for such purchase from another Person (other than a Subsidiary of the Issuer)); and (D) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Issuer (or any of its Restricted Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time if, in the case of Capital Stock of the Issuer or any of its Restricted Subsidiaries, the terms of such Capital Stock provide that the Issuer or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04.

For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The “maximum fixed repurchase

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price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

“DTC Legend” means the legend set forth in Exhibit C.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Offer” means an offer by the Issuer to the Holders of any Initial Securities to exchange outstanding Securities for Exchange Securities, as provided for in a Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

“Exchange Securities” means the Securities of the Issuer issued pursuant to this Indenture in exchange for, and in an aggregate principal amount at maturity equal to, the Initial Securities or any Initial Additional Securities in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Securities or any Initial Additional Securities (except that (i) such Exchange Securities will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

“Excluded Cash Contributions” means net cash proceeds or cash contributions designated as such pursuant to Section 4.04(b)(2).

“Existing Debt” means Debt of the Issuer and its Restricted Subsidiaries (other than Debt under the Amended and Restated Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“Fixed Rate Notes” means the ATD Operating Company’s Senior Notes due 2013 to be issued on the Issue Date and any securities issued in exchange therefor pursuant to a Registration Rights Agreement.

“Floating Rate Notes” means the ATD Operating Company’s Senior Floating Rate Notes due 2012 to be issued on the Issue Date and any securities issued in exchange therefor pursuant to a registration rights agreement.

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“Foreign Restricted Subsidiary” means any direct or indirect Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP as in effect as of the Issue Date.

“Global Security” means a Security in registered global form without interest coupons.

“Government Notes” means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Goodyear” means The Goodyear Tire & Rubber Company.

“Greenbriar” means Greenbriar Equity Group LLC.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Debt.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Interest Rate Agreements, Currency Agreements or Commodity Hedging Agreements.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Holding Company” means any direct or indirect parent of the Issuer.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Initial Additional Securities” means Additional Securities issued in an offering not registered under the Securities Act and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

“Initial Control Group” means Investcorp, its Affiliates, Berkshire Partners, its Affiliates, Greenbriar and its Affiliates and any Person acting in the capacity of an underwriter or initial purchaser in connection with a public or private offering of the Issuer’s Capital Stock.

“Initial Purchasers” means (i) in the case of the Initial Securities, Banc of America Securities LLC, Credit Suisse First Boston LLC and Wachovia Securities LLC and (ii) in the case of any Additional Securities, the initial purchasers thereof.

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“Initial Securities” means the Securities issued on the Issue Date and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, repurchase agreement, futures contract or other financial agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in interest rates.

“Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit F hereto.

“Investcorp” means Investcorp S.A., a Luxembourg société anonyme.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding Guarantees of Debt not otherwise prohibited from being incurred under this Indenture), advances or capital contributions (excluding commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing plan contributions made in the ordinary course of business), and purchases or other acquisitions for consideration of Debt, Equity Interests or other securities. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed, as determined in good faith by the Board of Directors of the Issuer.

“Issue Date” means the date on which the Initial Securities are first issued under this Indenture.

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Merger Agreement” means the Amended and Restated Agreement and Plan of Merger among the Issuer, ATD Operating Company, ATD MergerSub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as Stockholders’ Representative, as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc.

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“Net Income” means, with respect to any Person and any period, the unconsolidated net income (or loss) of such Person for such period, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends of such Person, excluding, however:

(1) any extraordinary or non-recurring gains or losses or charges (with all one-time fees, expenses and payments made on or about the Issue Date in connection with the Transactions and disclosed in the Offering Memorandum being deemed non-recurring for this purpose); any gains or losses or charges from the sale of assets outside the ordinary course of business; and any losses or charges constituting amortization of annual management fees to the extent that such fees were prepaid in cash on or about the Issue Date as disclosed in the Offering Memorandum, in each case together with any related provision for taxes on such gain or loss or charges; and

(2) deferred financing costs written off in connection with the early extinguishment of Debt.

“Net Proceeds” means the aggregate cash proceeds or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees, and brokerage and sales commissions) and any relocation, redundancy and closing costs incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts applied to the repayment of principal, premium, if any, and interest on Debt that is not subordinated to the Securities (including the Fixed Rate Notes and Floating Rate Notes) and required (other than as required by Section 4.06(b)(1) or 4.06(c)(2)) to be paid as a result of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any deduction of appropriate amounts to be provided by the Issuer and its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Issuer and its Restricted Subsidiaries after such Asset Sale, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Asset Sale.

“Non-Recourse Debt” means Debt:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt (other than the Securities) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

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(3) as to which the lenders have been notified in writing that they shall not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries;

provided that, notwithstanding the foregoing, the Issuer and any of its other Subsidiaries that sell receivables to the Person incurring such Debt shall be allowed to provide such representations, warranties, covenants and indemnities as are customarily required in such transactions so long as no such representations, warranties, covenants or indemnities constitute a Guarantee of payment or recourse against credit losses.

“Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Offering Memorandum” means the offering memorandum dated March 23, 2005 relating to the sale of $51,480,000 aggregate principal amount at maturity of Initial Securities, $140,000,000 aggregate principal amount of Floating Rate Notes and $150,000,000 aggregate principal amount of Fixed Rate Notes.

“Officers” means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the Trustee.

“Officers’ Certificate” means a certificate signed by two Officers.

“Offshore Global Security” means a Global Security representing Securities issued and sold pursuant to Regulation S.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers’ Certificate, without any independent investigation.

“Pari Passu Debt” means any unsubordinated Debt of the Issuer other than Secured Debt.

“Permanent Offshore Global Security” means an Offshore Global Security that does not bear the Temporary Offshore Global Security Legend.

“Permitted Business” means the businesses conducted by the Issuer and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

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“Permitted Investments” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary (including in any Equity Interests of a Restricted Subsidiary);

(2) any Investment in (a) cash or Cash Equivalents or (b) to the extent determined by the Issuer in good faith to be necessary for local currency working capital requirements of a Foreign Restricted Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Restricted Subsidiary having such requirements;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any securities or assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.06 or in connection with any disposition of assets not constituting an Asset Sale (except for dispositions exempt from such definition pursuant to clause (b) of the exceptions thereto);

(5) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of any Holding Company;

(6) any Investments relating to a Receivables Subsidiary;

(7) loans or advances to employees and officers (or loans to a Holding Company, the proceeds of which are used to make loans or advances to employees or officers, or guarantees of third-party loans to employees or officers) in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $1.0 million;

(8) stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of debts (whether pursuant to a plan of reorganization or similar arrangement);

(9) any Investment existing on the Issue Date;

(10) Investments in Interest Rate Agreements, Currency Agreements and Commodity Hedging Agreements not otherwise prohibited under this Indenture;

(11) Investments in split dollar life insurance policies on officers and directors of the Issuer and its Subsidiaries in the ordinary course of business;

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(12) receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Issuer or Restricted Subsidiary deems reasonable);

(13) any Investment in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(14) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means:

(1) Liens securing Debt (including Debt arising from a Qualified Receivables Transaction) that is permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt” (and Obligations in respect thereof) and/or securing Hedging Obligations related thereto;

(2) Liens in favor of the Issuer or any Restricted Subsidiary;

(3) Liens on property (i) existing at the time of acquisition thereof or (ii) of a Person existing at the time such Person is merged into or consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or those of the Person so acquired (including through merger or consolidation);

(4) banker’s Liens, rights of setoff and Liens to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(5) Liens to secure Debt (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of any property, in each case covering only the assets acquired, constructed or improved with such Debt or the Capital Stock of any Person owning such assets; provided that such Debt is incurred within 180 days after the date of such purchase or completion of such construction or improvement;

(6) Liens existing on the Issue Date (not otherwise constituting Permitted Liens);

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(7) Liens on accounts receivables and related assets incurred in connection with a Qualified Receivables Transaction;

(8) (A) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and (B) Liens for taxes, assessments or governmental charges or claims, in each case, that are not yet due or delinquent or that are bonded, as the case may be, or that are being contested in good faith and by appropriate proceedings provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(9) Liens, pledges or deposits in connection with (A) workmen’s compensation obligations and general liability exposure of the Issuer and its Restricted Subsidiaries and (B) unemployment insurance and other social security legislation;

(10) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit;

(11) (A) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary of the Issuer has easement rights or on any real property leased by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (B) any condemnation or eminent domain proceedings affecting any real property;

(12) Liens arising by reason of a judgment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;

(13) Liens (a) on assets or properties subject to a Permitted Lien securing Debt permitted by this Indenture to be incurred, securing Interest Rate Agreements in respect of such Debt or (b) securing Hedging Obligations entered into in the ordinary course of business;

(14) extensions, renewals or replacements of any Liens referred to in clauses (3) or (5) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the amount secured by such Lien is not increased;

(15) any provision for the retention of title to an asset by the vendor or transferor of such asset if such asset is acquired by the Issuer or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(16) Liens on Capital Stock of Unrestricted Subsidiaries;

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(17) Liens on any escrow account used in connection with pre-funding Permitted Refinancing Debt in accordance with the definition thereof;

(18) Liens on the deposit of funds to redeem the Series D 10% Senior Notes due 2008 outstanding on the Issue Date issued pursuant to the Indenture, dated as of December 1, 1998, among ATD Operating Company, the subsidiary guarantors named therein and Wachovia Bank, National Association (as successor to First Union National Bank), as trustee;

(19) other Liens securing Debt in an aggregate principal amount outstanding not to exceed 5.0% of Total Assets at the time of incurrence; and

(20) Liens on assets of any Restricted Subsidiary securing Debt of such Restricted Subsidiary or any other Restricted Subsidiary.

“Permitted Refinancing Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Debt of the Issuer or any of its Restricted Subsidiaries incurred in compliance with this Indenture; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Debt so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable premium and fees and expenses incurred in connection therewith);

(2) principal payments required under such Permitted Refinancing Debt have a Stated Maturity no earlier than the earlier of

(i) the Stated Maturity of those under the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(ii) the maturity date of the Securities;

(3) in the case of term Debt, such Permitted Refinancing Debt has a Weighted Average Life to Maturity equal to or greater than the lesser of

(i) the Weighted Average Life to Maturity of the Debt being extended, refinanced, renewed, replaced, defeased or refunded and

(ii) the Weighted Average Life to Maturity of the Securities;

(4) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Securities, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Securities on terms at least as favorable to the holders of the Securities as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

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(5) such Debt is incurred either by the Issuer (if the Issuer or any Restricted Subsidiary is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded) or by a Restricted Subsidiary (if such or any other Restricted Subsidiary is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded).

The Issuer or any Restricted Subsidiary may incur Permitted Refinancing Debt not more than six months prior to the application of the proceeds thereof to repay the Debt to be refinanced; provided that upon the incurrence of such Permitted Refinancing Debt (i) the Issuer shall provide written notice thereof to the Trustee, specifically identifying the Debt to be refinanced with Permitted Refinancing Debt and (ii) the Issuer shall deposit the net proceeds of such issuance in escrow for the benefit of the holders of the Debt to be refinanced.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof) or any other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Pro Forma Cost Savings” means with respect to any reference period ended on or before any date of determination (the “Calculation Date”), the pro forma effect of any cost savings that (1) are attributable to any Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations, (2) either (a) have been calculated on a basis consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the Issue Date or (b) have begun to be implemented on the Calculation Date or have been identified and approved by the Board of Directors and are reasonably expected to begin to be implemented within six months following the date of such Investment, acquisition, disposition, merger, consolidation or discontinued operations and (3) are determined based on a supportable, good faith estimate of the principal financial officer of the Issuer, as if all such cost savings had been effected as of the beginning of such reference period, decreased by any incremental expenses (other than capitalized expenses) that are or would be incurred during the reference period in order to achieve such cost savings.

“Qualified Holdco Debt” means any Debt incurred by a Holding Company (which may be guaranteed by the Issuer or any Restricted Subsidiary to the extent otherwise permitted hereby) (a) the net proceeds of which are contributed to the Issuer within five Business Days of the incurrence (but only so long as such proceeds are not returned to such Holding Company) or (b) to finance some or all of its acquisition of assets of another Person (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) that is designated by the principal financial officer of the Issuer as Qualified Holdco Debt; provided that (i) in the case of Debt referred to in clause (b), such assets are used or useful in a Permitted Business and are contributed within five Business Days of the acquisition thereof to the Issuer or a Restricted Subsidiary of the Issuer and (ii) at the time such Indebtedness is designated as Qualified Holdco Debt, the Issuer could have incurred such Debt under the Coverage Ratio Exception or as Permitted Debt.

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“Qualified Receivables Transaction” means, with respect to any Person, any receivables securitization or factoring program pursuant to which such Person receives proceeds pursuant to a sale, pledge or other encumbrance of its receivables. A Qualified Receivables Transaction involving the sale, pledge or other encumbrance of receivables of, and the direct or indirect receipt of the proceeds thereof by, the Issuer or any Restricted Subsidiary thereof shall constitute a Qualified Receivables Transaction of the “Issuer” and/or its “Restricted Subsidiaries” whether or not as part of such securitization or factoring program such receivables are initially contributed or otherwise transferred to an Unrestricted Subsidiary of the Issuer (and then resold or encumbered by such Unrestricted Subsidiary).

“Receivables Subsidiary” means a wholly owned Subsidiary of the Issuer which engages in no activities other than in connection with the financing of receivables and related assets which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary (a) no portion of any Debt or any other obligations (contingent or otherwise) of which directly or indirectly, contingently or otherwise, (1) is guaranteed by the Issuer or a Restricted Subsidiary of the Issuer (excluding Standard Securitization Undertakings), (2) is recourse to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of the Issuer or a Restricted Subsidiary of the Issuer to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions, and (c) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Issuer and the Initial Purchasers party thereto with respect to the Initial Securities, and (ii) with respect to any Additional Securities, any registration rights agreements between the Issuer and the Initial Purchasers party thereto relating to rights given by the Issuer to the purchasers of Additional Securities to require the Issuer to register such Additional Securities or exchange them for Securities registered under the Securities Act.

“Registered Exchange Offer” means an offer made by the Issuer pursuant to a Registration Rights Agreement and under an effective registration statement under the Securities Act to exchange for outstanding Initial Securities or Additional Securities Exchange Securities substantially identical in all material respects to such Initial Securities or Additional Securities (except for the differences provided for in such offer).

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Certificate” means a certificate substantially in the form of Exhibit D hereto.

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“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Legend” means the legend set forth in Exhibit B.

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” refers to a Restricted Subsidiary of the Issuer.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Issuer and the Trustee to the effect that the Person making such certification (x) is acquiring such Security (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Secured Debt” means any Debt secured by a Lien on assets of the Issuer.

“Securities” means any securities authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Securities” shall include any Exchange Securities to be issued and exchanged for any Initial Securities pursuant to a Registration Rights Agreement and this Indenture. From and after the issuance of any Additional Securities (but not for purposes of determining whether such issuance is permitted hereunder), “Securities” shall include such Additional Securities for purposes of this Indenture and all Exchange Securities from time to time issued with respect to any such Additional Securities. All Securities, including any such Additional Securities, shall vote together as one series of Securities under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Securityholder” means Holder.

“Senior Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer.

“Series B Preferred Stock” means the Series B Preferred Stock of the Issuer to be issued on the Issue Date to Goodyear in exchange for the Series B Cumulative Redeemable Preferred Stock of the Issuer owned by Goodyear prior to the Issue Date.

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“Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Specified Affiliate Payments” means:

(1) the direct or indirect repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer, or payments to a Holding Company on account of any such acquisition or retirement for value of any Equity Interests of such Holding Company, held by any future, present or former employee, director, officer or consultant (that is a natural person) of such Holding Company (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions or retirements pursuant to this clause (1) (without giving effect to the immediately following proviso) of $6.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer (including by way of capital contribution) after the Issue Date from the sale of Equity Interests of such Holding Company to employees, directors, officers or consultants of such Holding Company or its Subsidiaries that occurs in such calendar year (it being understood that such cash proceeds shall be excluded from the Restricted Payments Basket) plus

(b) the cash proceeds from key man life insurance policies received by the Issuer and its Restricted Subsidiaries in such calendar year (including proceeds from the sale of such policies to the person insured thereby);

(it being understood that all or any portion of the aggregate amount under (a) and (b) may be applied in any calendar year provided further that cancellation of Debt owing to the Issuer from employees, directors, officers or consultants of the Issuer or any of its Subsidiaries (which Debt was incurred to finance the acquisition of such Equity Interests) in connection with a repurchase of Equity Interests of the Issuer shall not be deemed to constitute a Restricted Payment for purposes of this Indenture); and

(2) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Equity Interests;

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(3) the payment of dividends, other distributions or other amounts by the Issuer to a Holding Company in amounts equal to amounts required for the Holding Company to pay federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer or any of the Restricted Subsidiaries and at such times as such taxes are due; and

(4) dividends, other distributions or other amounts paid by the Issuer to a Holding Company (a) in amounts equal to amounts required for a Holding Company to pay franchise taxes and other expenses required to maintain its corporate existence and provide for other operating costs of up to $1.0 million per fiscal year or (b) to pay, or reimburse a Holding Company for, the costs, fees and expenses incident to a private placement or public offering of any of the Capital Stock of such Holding Company, so long as the net proceeds of such offering (if it is completed) are contributed to the Issuer.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or a Restricted Subsidiary which are reasonably customary in a receivables securitization transaction.

“Stated Maturity” means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

“Subordinated Debt” means any Debt of the Issuer (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the Securities issued under this Indenture.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Temporary Offshore Global Security” means an Offshore Global Security that bears the Temporary Offshore Global Security Legend.

“Temporary Offshore Global Security Legend” means the legend set forth in Exhibit H.

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“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture, except as stated in Section 9.03.

“Total Assets” means, at any time, the total consolidated assets of the Issuer and its Restricted Subsidiaries at such time, determined in accordance with GAAP. For the purposes of Section 4.03(b)(4), Total Assets shall be determined giving pro forma effect to the lease, acquisition, construction or improvement of the assets being leased, acquired, constructed or improved with the proceeds of the relevant Debt.

“Transactions” means the transactions contemplated by the Merger Agreement, including the sale of equity interests in the Issuer to members of the Initial Control Group, the issuance of the Securities, the issuance of the Floating Rate Notes and the Senior Notes, the amendment and restatement of, and borrowings under, the Amended and Restated Credit Agreement, the redemption of ATD Operating Company’s Series D Notes, Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and the exchange of ATD Operating Company’s Series B Cumulative Redeemable Preferred Stock for Series B Preferred Stock of the Issuer.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2007; provided, however, that if the period from the redemption date to April 1, 2007, is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Officer” means, when used with respect to the Trustee or Paying Agent, any officer within the corporate trust department of the Trustee or Paying Agent, as applicable, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee or Paying Agent who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer that is designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary,

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but only to the extent permissible under Section 4.10.

“U.S. Global Security” means a Global Security that bears the Restricted Legend representing Securities issued and sold pursuant to Rule 144A.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is normally entitled (without regard to the occurrence of any contingency) entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2) the then outstanding principal amount of such Debt.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

Term	Defined in Section
Affiliate Transaction	4.07(a)
Asset Sale Offer	3.10a)
Bankruptcy Law	6.01(c)
Change of Control Offer	3.10(a)
Change of Control Payment	4.08(a)
Covenant Defeasance	8.01(c)
Coverage Ratio Exception	4.03(a)
Custodian	6.01(c)
Designation	4.10(a)
DTC	2.03
Event of Default	6.01(a)
Excess Proceeds	4.06(c)
Guarantor	4.12
incur	4.03(a)
Indemnified Party	7.07
Issuer	Preamble
Legal Defeasance	8.01(b)

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Term	Defined in Section
Legal Holiday	10.08
Offer Amount	3.10(a)(i)(B)
Offer Period	3.10(a)(i)
Paying Agent	2.03
Permitted Debt	4.03(b)
protected purchase	2.04
Purchase Date	3.10(a)(i)(B)
Register	2.11(a)
Registrar	2.03
Repurchase Offer	3.10(a)
Restricted Payments	4.04(a)
Restricted Payments Basket	4.04(a)(iii)
retiring Trustee	7.08
Revocation	4.10(c)
Security Guarantee	4.12
Trustee	Preamble

SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture, except that Section 316 is expressly excluded, to the maximum extent permissible thereunder. The following TIA terms have the following meanings:

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it, and all accounting definitions shall be made, in accordance with GAAP;

(3) “or” is not exclusive;

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(4) “including” means “including without limitation”;

(5) words in the singular include the plural and words in the plural include the singular;

(6) unsecured Debt shall not be deemed to be subordinate or junior to Secured Debt merely by virtue of its nature as unsecured Debt;

(7) all references to “principal” of the Securities include redemption price and purchase price and all references to “interest” on the Securities include Additional Interest, if any; and

(8) all exhibits are incorporated by reference herein and expressly made a part of this Indenture.

ARTICLE II

THE SECURITIES

SECTION 2.01. Form, Dating and Denominations.

(a) The Securities and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Securities annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Securities may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Issuer is subject, or usage. Each Security will be dated the date of its authentication. The Securities will be issuable in denominations of $1,000 in principal amount at maturity and any multiple of $1,000 in excess thereof.

(b)      (1) Except as otherwise provided in paragraph (c), Section 2.12(b)(3), (b)(5), or (c) or Section 2.11(b)(4), each Initial Security or Initial Additional Security (other than a Permanent Offshore Global Security) will bear the Restricted Legend.

(2) Each Global Security, whether or not an Initial Security or Additional Security, will bear the DTC Legend.

(3) Each Temporary Offshore Global Security will bear the Temporary Offshore Global Security Legend.

(4) Initial Securities and Initial Additional Securities offered and sold in reliance on Regulation S will be issued as provided in Section 2.13(a).

(5) Initial Securities and Initial Additional Securities offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Securities offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Securities.

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(6) Exchange Securities will be issued, subject to Section 2.11(b), in the form of one or more Global Securities.

(c)      (1) If the Issuer determines (upon the advice of counsel and such other certifications and evidence as the Issuer may reasonably require) that a Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Security (or a beneficial interest therein) are effected in compliance with the Securities Act, or

(2) after an Initial Security or any Initial Additional Security is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer, the Issuer may instruct the Trustee to cancel the Security and issue to the Holder thereof (or to its transferee) a new Security of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

(d) By its acceptance of any Security bearing the Restricted Legend (or any beneficial interest in such a Security), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Security (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Security (and any such beneficial interest) only in accordance with this Indenture and such legend.

SECTION 2.02. Execution and Authentication; Exchange Securities; Additional Securities.

(a) An Officer shall execute the Securities for the Issuer by facsimile or manual signature in the name and on behalf of the Issuer. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security will still be valid.

(b) A Security will not be valid until the Trustee manually signs the certificate of authentication on the Security, with the signature conclusive evidence that the Security has been authenticated under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver

(i) Initial Securities for original issue in the aggregate principal amount at maturity not to exceed $51,480,000,

(ii) Initial Additional Securities from time to time for original issue in aggregate principal amounts at maturity specified by the Issuer, and

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(iii) Exchange Securities from time to time for issue in exchange for a like principal amount at maturity of Initial Securities or Initial Additional Securities after the following conditions have been met:

(1) Receipt by the Trustee of an Officers’ Certificate specifying

(A) the amount of Securities to be authenticated and the date on which the Securities are to be authenticated,

(B) whether the Securities are to be Initial Securities, Additional Securities or Exchange Securities,

(C) in the case of Initial Additional Securities, that the issuance of such Securities does not contravene any provision of Article IV,

(D) whether the Securities are to be issued as one or more Global Securities or Certificated Securities, and

(E) other information the Issuer may determine to include or the Trustee may reasonably request.

(2) In the case of Exchange Securities, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Securities or Initial Additional Securities exchanged for Exchange Securities will be cancelled by the Trustee.

SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”) and where notices and demands to or upon the Issuer in respect of the Securities and the Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

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The Issuer initially designates the Corporate Trust Office as such office of the Issuer in accordance with this Section 2.03.

The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA not otherwise excluded hereunder. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either the Issuer or any domestically organized Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities, and the Trustee shall initially be the securities custodian with respect to the Global Securities.

The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee, provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuer; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

SECTION 2.04. Paying Agent to Hold Money in Trust. Prior to 10:00 a.m. on each due date of the principal and interest on any Security, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Wholly Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Issuer in making any such payment within one Business Day thereof. If the Issuer or a Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Any money deposited with any Paying Agent, or then held by the Issuer or a permitted Wholly Owned Restricted Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due

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and payable shall be paid to the Issuer at its request, or, if then held by the Issuer or a permitted Wholly Owned Restricted Subsidiary, shall be discharged from such trust; and the Securityholders shall thereafter, as general unsecured creditors, look only to the Issuer for payment thereof, and all liability of the Paying Agent with respect to such money, and all liability of the Issuer or such permitted Wholly Owned Restricted Subsidiary as trustee thereof, shall thereupon cease.

SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.06. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i) notifies the Issuer or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee and the Issuer including evidence of the destruction, loss or theft of the Security. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security including the payment of a sum sufficient to cover any tax or other governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuer.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.07. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 10.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

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If a Security is replaced pursuant to Section 2.06, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date, repurchase date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.08. Temporary Securities. Until Certificated Securities and Global Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Certificated Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Certificated Securities or Global Securities, as the case may be, and deliver them in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder.

SECTION 2.09. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver canceled Securities to the Issuer in accordance with the Trustee’s customary procedures. The Issuer shall not issue new Securities to replace Securities that have been redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.10. CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in “CUSIP” numbers.

SECTION 2.11. Registration, Transfer and Exchange.

(a) The Securities will be issued in registered form only, without coupons, and the Issuer shall cause the Trustee to maintain a register (the “Register”) of the Securities, for registering the record ownership of the Securities by the Holders and transfers and exchanges of the Securities.

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(b)      (1) Each Global Security will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(2) Each Global Security will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as set forth in Section 2.11(b)(4) and (ii) transfers of portions thereof in the form of Certificated Securities may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.12.

(3) Agent Members will have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

(4) If (x) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for a Global Security and a successor depositary is not appointed by the Issuer within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Security for one or more Certificated Securities in authorized denominations having an equal aggregate principal amount at maturity registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Security will be deemed canceled. If such Security does not bear the Restricted Legend, then the Certificated Securities issued in exchange therefor will not bear the Restricted Legend. If such Security bears the Restricted Legend, then the Certificated Securities issued in exchange therefor will bear the Restricted Legend.

(c) Each Certificated Security will be registered in the name of the Holder thereof or its nominee.

(d) A Holder may transfer a Security (or a beneficial interest therein) to another Person or exchange a Security (or a beneficial interest therein) for another Security or Securities of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.12. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for such purpose; provided that

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(x) no transfer or exchange will be effective until it is registered in such register; and

(y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Security for a period of 15 days before a selection of Securities to be redeemed or purchased pursuant to a Repurchase Offer, (ii) to register the transfer of or exchange any Security so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Security not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to a Repurchase Offer is to occur after a regular record date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Security on or after the regular record date and before the date of redemption or purchase. Prior to the registration of any transfer, the Issuer, the Trustee and their agents will treat the Person in whose name the Security is registered as the owner and Holder thereof for all purposes (whether or not the Security is overdue), and will not be affected by notice to the contrary.

From time to time the Issuer will execute and the Trustee will authenticate additional Securities as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

No service charge will be imposed in connection with any transfer or exchange of any Security, but the Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).

(e) (1) Global Security to Global Security. If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount at maturity of the Global Security being transferred or exchanged equal to the principal amount at maturity of such transfer or exchange and (y) record a like increase in the principal amount at maturity of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

(2) Global Security to Certificated Security. If a beneficial interest in a Global Security is transferred or exchanged for a Certificated Security, the Trustee will (x) record a decrease in the principal amount at maturity of such Global Security equal to the principal amount at maturity of such transfer or exchange and (y) deliver one or more new Certificated Securities in authorized denominations having an equal aggregate principal amount at maturity to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

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(3) Certificated Security to Global Security. If a Certificated Security is transferred or exchanged for a beneficial interest in a Global Security, the Trustee will (x) cancel such Certificated Security, (y) record an increase in the principal amount at maturity of such Global Security equal to the principal amount at maturity of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount at maturity of the canceled Certificated Security, deliver to the Holder thereof one or more new Certificated Securities in authorized denominations having an aggregate principal amount at maturity equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

(4) Certificated Security to Certificated Security. If a Certificated Security is transferred or exchanged for another Certificated Security, the Trustee will (x) cancel the Certificated Security being transferred or exchanged, (y) deliver one or more new Certificated Securities in authorized denominations having an aggregate principal amount at maturity equal to the principal amount at maturity of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Security (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount at maturity of the canceled Certificated Security, deliver to the Holder thereof one or more Certificated Securities in authorized denominations having an aggregate principal amount at maturity equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

SECTION 2.12. Restrictions on Transfer and Exchange.

(a) The transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.11 and, in the case of a Global Security (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

(b) Subject to paragraph (c), the transfer or exchange of any Security (or a beneficial interest therein) of the type set forth in column A below for a Security (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

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A	B	C
U.S. Global Security	U.S. Global Security	(1)
U.S. Global Security	Offshore Global Security	(2)
U.S. Global Security	Certificated Security	(3)
Offshore Global Security	U.S. Global Security	(4)
Offshore Global Security	Offshore Global Security	(1)
Offshore Global Security	Certificated Security	(5)
Certificated Security	U.S. Global Security	(4)
Certificated Security	Offshore Global Security	(2)
Certificated Security	Certificated Security	(3)

(1) No certification is required.

(2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required.

(3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Issuer may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Security that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.

(4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

(5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Security. If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Security, no certification is required and the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.

(c) No certification is required in connection with any transfer or exchange of any Security (or a beneficial interest therein)

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(1) after such Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Issuer has provided the Trustee with an Officer’s Certificate to that effect, and the Issuer may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

(2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer.

Any Certificated Security delivered in reliance upon this paragraph will not bear the Restricted Legend.

(d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Security (or a beneficial interest therein), and the Issuer will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

SECTION 2.13. Reg. S Temporary Offshore Global Securities.

(a) Each Security originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Securities that bear the Temporary Offshore Global Security Legend.

(b) An owner of a beneficial interest in a Temporary Offshore Global Security (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Security, and will (x) permanently reduce the principal amount at maturity of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount at maturity of such Permanent Offshore Global Security by the amount of such beneficial interest.

(c) Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Security, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Security, and the Trustee will comply with such request and will (x) permanently reduce the principal amount at maturity of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount at maturity of such Permanent Offshore Global Security by the amount of such beneficial interest.

(d) Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Security shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect of such

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beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Security or transferred for an interest in another Global Security or a Certificated Security.

SECTION 2.14. Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this paragraph, such manner of payment shall be deemed practicable by the Trustee.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Issuer elects or is required to redeem Securities pursuant to Section 3.07 or 3.08, it shall notify the Trustee in writing of the redemption date, the principal amount at maturity of Securities to be redeemed and the Section of this Indenture pursuant to which the redemption shall occur.

The Issuer shall give each notice to the Trustee provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption shall comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 30 days after the date of notice to the Trustee, unless the Trustee otherwise agrees. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 3.02. Selection. If less than all of the Securities are to be redeemed at any time, selection of Securities for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or, if the Securities are not so listed, on a pro rata basis (among the Initial Securities and any Additional Securities, as one class), by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Securities with a principal amount at maturity of $1,000 or less shall be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount at maturity thereof to be redeemed. On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest ceases to accrue on Securities or portions of them called for redemption, or if such redemption is prior to April 1, 2007, Accreted Value of such Securities or portions of them called for redemption will cease to accrete.

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SECTION 3.03. Notice. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture. Notices of redemption may not be conditional. The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts at maturity of the particular Securities to be redeemed;

(6) that, unless the Issuer defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Securities pursuant to which the Securities called for redemption are being redeemed;

(8) the CUSIP number, if any, printed on the Securities being redeemed; and

(9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Issuer’s request (which may be revoked at any time in writing prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the date fixed for redemption and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date; provided that if the redemption date is after a regular record date and on or prior to the

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interest payment date, the accrued and unpaid interest, if any, shall be payable to the Securityholder of the redeemed Securities registered at the close of business on the relevant record date. If mailed in the manner herein, the notice shall be conclusively presumed to have been given whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m. on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on the redemption date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount at maturity to the principal amount at maturity of the unredeemed portion of the Security surrendered.

SECTION 3.07. Optional Redemption.

(a) Except as set forth in Section 3.07(b), (c) or (d), the Securities may not be redeemed prior to April 1, 2007. Thereafter, the Securities shall be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of Accreted Value) set forth below plus accrued and unpaid interest (if after April 1, 2007) to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2007	105.0	%
2008	105.0	%
2009	103.0	%
2010	101.0	%
2011 and thereafter	100.0	%

(b) In addition, at any time and from time to time, prior to April 1, 2007, the Issuer may redeem up to 35% of the sum of (1) the original aggregate principal amount at maturity of Securities issued on the Issue Date and (2) the original aggregate principal amount at maturity of any Additional Securities issued under this Indenture, if any, at a redemption price of 113.0% of the Accreted Value thereof, plus accrued and unpaid Additional Interest thereon, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive Additional Interest due on the relevant interest payment date), with the net cash proceeds of a public

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offering of common stock of the Issuer provided that (1) at least 65% of the sum of (a) the original aggregate principal amount at maturity of Initial Securities issued under this Indenture and (b) the original aggregate principal amount at maturity of Additional Securities, if any, issued under this Indenture, if any, remains outstanding immediately after the occurrence of any such redemption; and (2) such redemption shall occur within 90 days of the date of the closing of such public offering.

(c) At any time on or prior to April 1, 2007, the Securities may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a Change of Control (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control). The redemption price will be equal to (i) 100% of the Accreted Value of the Securities, plus (ii) accrued Additional Interest, if any, to the redemption date (subject to the rights of Holders on relevant record dates to receive Additional Interest due on the relevant interest payment date), plus (iii) the Applicable Premium, if any.

SECTION 3.08. Mandatory Redemption. On April 1, 2010, if any Securities are outstanding, the Issuer will be required to redeem 12.165% of each Security (provided that if such percentage results in a Holder owning less than a $1,000 principal amount at maturity increment, the Issuer shall redeem such additional principal amount at maturity of such Holder’s Securities to result in $1,000 increments) then outstanding (the “Mandatory Principal Redemption Amount”) at a redemption price of 100% of the principal amount at maturity of the portion of the Securities so redeemed; provided that the Issuer shall simultaneously be required to redeem an additional portion of each Security to the extent required to prevent such Security from being treated as an “Applicable High Yield Discount Obligation” within the meaning of Section 163(i)(1) of the Code.

SECTION 3.09. No Sinking Fund. There shall be no sinking fund for the payment of principal on the Securities to the Securityholders.

SECTION 3.10. Repurchase Offers.

(a) If the Issuer shall be required to commence an offer to all Holders to purchase Securities (a “Repurchase Offer”) pursuant to Section 4.06 (an “Asset Sale Offer”) or pursuant to Section 4.08 (a “Change of Control Offer”), the Issuer shall follow the procedures specified in this Section 3.10:

(i) Within 30 days after (A) a Change of Control (unless (1) the Issuer is not required to make such offer pursuant to Section 4.08(b) or (2) all Securities have been called for redemption pursuant to Section 3.07(a) or (c)) or (B) the date on which the Issuer is required to make an Asset Sale Offer pursuant to Section 4.06, the Issuer shall commence a Repurchase Offer, which shall remain open for a period of at least 20 Business Days following its commencement (the “Offer Period”), by sending a notice to the Trustee and each of the Holders, by first class mail, which notice shall contain all instructions and materials necessary to enable the Holders to tender Securities pursuant to such Repurchase Offer. Such notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state:

(A) that the Repurchase Offer is being made pursuant to this Section 3.10 and Section 4.06 or 4.08, as the case may be;

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(B) the principal amount at maturity of Securities required to be purchased pursuant to Section 4.06, in the case of an Asset Sale Offer, or that the Issuer is required to offer to purchase all of the outstanding principal amount at maturity of Securities, in the case of a Change of Control Offer (such amount, the “Offer Amount”), the purchase price and, that on the date specified in such notice (the “Purchase Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Issuer shall repurchase an Offer Amount of Securities validly tendered and not withdrawn pursuant to this Section 3.10 and Section 4.06 or 4.08, as applicable;

(C) that any Security not tendered or accepted for payment shall continue to accrue interest;

(D) that, unless the Issuer defaults in making such payment, Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase Date;

(E) that Holders electing to have a Security purchased pursuant to a Repurchase Offer may elect to have all or any portion of such Security purchased;

(F) that Holders electing to have a Security purchased pursuant to any Repurchase Offer shall be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security, or such other customary documents of surrender and transfer as the Issuer may reasonably request, duly completed, or transfer the Security by book-entry transfer, to the Issuer, the Depositary, or the Paying Agent at the address specified in the notice prior to the Purchase Date;

(G) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, and in each case with a copy to the Trustee, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Security purchased;

(H) that, in the case of an Asset Sale Offer, if the aggregate principal amount at maturity of Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the Securities to be purchased on a pro rata basis (based upon the outstanding principal amount at maturity thereof), with such adjustments as may be deemed appropriate by the Issuer so that only Securities in denominations of $1,000 principal amount at maturity, or integral multiples thereof, shall be purchased;

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(I) that Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount at maturity to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and

(J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

(ii) On (or at the Issuer’s election, before) the Purchase Date, the Issuer shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessary in the case of an Asset Sale Offer, the Securities or portions thereof tendered pursuant to the Repurchase Offer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount have been tendered, or in the case of a Change of Control Offer all Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.10, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount at maturity of Securities or portions thereof being purchased by the Issuer. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the Change of Control Payment or the payment due to each respective Holder in respect of the Asset Sale Offer, as applicable, with respect to the Securities tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Security, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver such new Security to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Securities so surrendered, provided that each such new Security shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. Any Security not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. On the Purchase Date, all Securities purchased by the Issuer shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer shall be canceled by the Trustee. The Issuer shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Repurchase Offer on its website on the world wide web.

If the Issuer complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue and Accreted Value shall cease to accrete on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01.

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(b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 3.10, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.10 by virtue thereof.

(c) Once notice of repurchase is mailed in accordance with this Section 3.10, all Securities validly tendered and not withdrawn (or, in the case of an Asset Sale Offer, if the Issuer is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Issuer may be required to purchase pursuant to Section 3.02 and/or 4.06, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional.

(d) Other than as specifically provided in this Section 3.10 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.10 shall be made pursuant to Sections 3.02 and 3.06.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. (a) The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds by 11:00 a.m., New York City time, in accordance with this Indenture available funds sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture.

(b) The Issuer shall pay interest on overdue principal at the rate and in the manner specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(c) Principal, premium, if any, and interest on the Securities will be payable at the office or agency of the Paying Agent or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Securities at their respective addresses set forth in the register of Holders related to the Securities; provided that all payments of principal, premium, if any, and interest with respect to any Securities the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

SECTION 4.02. Reports. Whether or not required by the Commission’s rules and regulations, so long as any Securities are outstanding, the Issuer shall file with the Commission (unless the Commission shall not accept such a filing) and furnish to the Holders (which may be

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by posting on the Issuer’s website) or cause the Trustee to furnish to the Holders, in each case within the time periods specified in the Commission’s rules and regulations for registrants that are not accelerated filers (unless the Issuer is required by Commission rules and regulations to be an accelerated filer at such time):

(1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

If at any time after the Issue Date (a) any Holding Company becomes subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (b) the rules and regulations of the Commission permit the Issuer or such Holding Company to report at the level of such Holding Company on a consolidated basis and (c) such Holding Company is not engaged in any business in any material respect other the Issuer, such consolidated reporting at such Holding Company level in a manner consistent with that described in this covenant for the Issuer shall satisfy this covenant; provided that such Holding Company includes in its reports information about the Issuer that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect.

In addition, the Issuer agrees, that, for so long as any Securities remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Commission, it shall furnish to the Holders, upon their request, and to any prospective purchaser of Securities designated by any Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of Securities pursuant to Rule 144A under the Securities Act.

The Issuer also shall comply with the other provisions of TIA § 314(a).

SECTION 4.03. Incurrence of Debt and Issuance of Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Debt (including Acquired Debt), and the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary may incur Debt (including Acquired Debt) if the Consolidated Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred at the beginning of such four-quarter period (the “Coverage Ratio Exception”).

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(b) The provisions of Section 4.03(a) shall not apply to any of the following items of Debt or Preferred Stock (collectively, “Permitted Debt”):

(1) the incurrence by the Issuer or any of its Restricted Subsidiaries of Debt (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof) under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding pursuant to this clause (1) without duplication, does not exceed an amount equal to the greater of (a) $325.0 million and (b) the Borrowing Base at the time such Debt is incurred, in each case less the aggregate amount of purchase commitments (determined as of the date of any incurrence of Debt under this clause (1)) under any Qualified Receivables Transaction that involves the transfer of assets by the Issuer or Restricted Subsidiaries in a manner that does not constitute the incurrence of Debt (other than Debt permitted under clause (6) below); provided that such reduction shall no longer apply upon termination of such Qualified Receivables Transaction;

(2) the incurrence by the Issuer and its Restricted Subsidiaries of Existing Debt;

(3) the incurrence by the Issuer of Debt represented by the Securities issued on the Issue Date and any related Securities Guarantee issued pursuant to Section 4.12, and the incurrence by ATD Operating Company of the Floating Rate Notes and Fixed Rate Notes on the Issue Date and by the Issuer and ATD Operating Company’s Subsidiaries of the related Guarantees (provided that the Issuer’s Guarantee is subordinated in right of payment to the Securities);

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of (a) Acquired Debt or (b) Debt (including Capital Lease Obligations, including those under sale-leaseback transactions) or Preferred Stock for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of any property, plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and whether such Debt or Preferred Stock is owed or issued to the seller or Person carrying out such construction or improvement or to any third party), in an aggregate principal amount at the date of such incurrence (including all Permitted Refinancing Debt incurred to refund, refinance or replace any other Debt incurred pursuant to this clause (4)) not to exceed an amount equal to the greater of (x) $25.0 million and (y) 5.0% of Total Assets at any one time outstanding; provided that, such Debt exists at the date of such purchase or transaction or is created within 180 days thereafter;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, refinance or replace Debt incurred pursuant to clauses (2) (other than Existing Debt of the types referred to in clauses (6) and (7)), (3), (4) or (5);

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Debt or Preferred Stock owed or issued to and held by the Issuer and any of its Restricted Subsidiaries including any Debt arising in connection with a Qualified Receivables Transaction, provided, however, that (a) any such Debt of the Issuer shall be subordinated and junior in right of payment to the Securities and (b)(i) any subsequent

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issuance or transfer of Equity Interests or other action that results in any such Debt or Preferred Stock being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Debt or Preferred Stock to a Person that is not either the Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Debt or issuance of such Preferred Stock by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred (a) principally for the purpose of fixing or hedging interest rate risk with respect to any Debt that is permitted by the terms of this Indenture to be outstanding or (b) principally for the purpose of fixing or hedging currency exchange rate risk or commodity price risk incurred in the ordinary course of business;

(8) the incurrence of any Guarantee by the Issuer or any Restricted Subsidiary of Debt of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant;

(9) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Debt (which may comprise Debt under the Amended and Restated Credit Facility) in an aggregate principal amount (or accreted value, as applicable), and the issuance by Restricted Subsidiaries of Preferred Stock with a liquidation preference, at any time outstanding, pursuant to this clause (9) not to exceed an amount equal to $25.0 million.

(c) Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies.

(d) For purposes of determining compliance with this Section 4.03:

(1) the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt (to the extent such guarantee, Lien, letter of credit or similar instrument is otherwise permitted to be incurred) shall be disregarded;

(2) in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) of the definition of Permitted Debt above or is entitled to be incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify (and may, from time to time, re-classify) such item of Debt in any manner that complies with this covenant and such item of Debt shall be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof; provided that all outstanding Debt under the Amended and Restated Credit Facility immediately following the Transactions shall be deemed to have been incurred pursuant to clause (1) of the definition of Permitted Debt;

(3) accrual of interest or dividends (including the issuance of “pay in kind” securities in respect of such accrued interest or dividends), the accretion of accreted value

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or liquidation preference and the extension of maturity shall not be deemed to be an incurrence of Debt or issuance of Preferred Stock; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Issuer as accrued; and

(4) any Qualified Holdco Debt incurred in reliance upon the Issuer’s ability to incur Permitted Debt shall be deemed to be incurred by the Issuer for purposes of determining whether additional Permitted Debt can be incurred for so long as such Qualified Holdco Debt remains outstanding.

SECTION 4.04. Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other distribution (including any payment by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (other than dividends or distributions payable in Equity Interests (other than Disqualified Equity Interests) of the Issuer and dividends payable to the Issuer or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including any acquisition or retirement by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation) any Equity Interests of the Issuer or any Holding Company held by Persons other than the Issuer or any Restricted Subsidiary;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt of the Issuer, excluding any intercompany Debt between the Issuer and any of its Restricted Subsidiaries (it being understood that a prepayment by ATD Operating Company of the Fixed Rate Notes or Floating Rate Notes is not covered hereby), except (a) a payment of interest, principal or other related Obligations at Stated Maturity and (b) the purchase, repurchase or other acquisition or retirement of Subordinated Debt of the Issuer in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition or retirement; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default shall have occurred and be continuing; and

(ii) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception; and

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(iii) such Restricted Payment, together with (without duplication) the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries on or after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3)(A), (4), (5), (7) and (8) and excluding 50% of any Restricted Payments under clause (9) (to the extent such payment is not deducted in calculating Consolidated Net Income) or 100% of such payment under clause (9) if such payment is deducted in calculating Consolidated Net Income) of the next succeeding paragraph), is less than the sum (without duplication) (the “Restricted Payments Basket”) of:

(A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds received by the Issuer from the issue or sale (other than to a Subsidiary) of, or from capital contributions with respect to, Equity Interests of the Issuer (other than Disqualified Equity Interests and Excluded Cash Contributions), in either case after the Issue Date; plus

(C) the amount by which the aggregate principal amount (or accreted value, if less) of Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange after the Issue Date of that Debt for Equity Interests (other than Disqualified Stock) of the Issuer, together with the net cash proceeds received by the Issuer at the time of such conversion or exchange, if any, less the amount of any cash, or the fair market value of any property (other than such Equity Interests), distributed by the Issuer upon such conversion or exchange; plus

(D) 100% of the aggregate net cash proceeds received by the Issuer or a Restricted Subsidiary of the Issuer since the Issue Date from (A) Restricted Investments, whether through interest payments, principal payments, dividends or other distributions and payments, or the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and its Restricted Subsidiaries and (B) a cash dividend from, or the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary, in each case to the extent not otherwise included in Consolidated Net Income of the Issuer for such period; plus

(E) upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investments of the Issuer and its Restricted Subsidiaries (other than such Subsidiary) in such Subsidiary as of the date of such redesignation.

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(b) The provisions of Section 4.04(a) shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment are designated in an Officer’s Certificate as Excluded Cash Contributions and shall not increase the Restricted Payments Basket;

(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Debt or Disqualified Stock of the Issuer (A) made by an exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Debt or (B) upon a Change of Control or Asset Sale to the extent required by the agreement governing such Subordinated Debt but only if the Issuer shall have complied with Section 4.08 or, as the case may be, 4.06 and purchased all Securities validly tendered pursuant to the relevant offer prior to purchasing or repaying such Subordinated Debt;

(4) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its common Equity Interests on a pro rata basis;

(5) to the extent constituting Restricted Payments, the Specified Affiliate Payments;

(6) Restricted Payments in an aggregate amount not to exceed $15.0 million;

(7) payments to existing holders of ATD Operating Company’s Equity Interests (including payments to dissenting shareholders, optionholders and warrantholders), in each case as described in the Merger Agreement, payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses and payment of the Issuer’s and its Affiliates’ transaction expenses, including fees payable to members of the Initial Control Group (to the extent constituting Restricted Payments) and payments to the Issuer’s officers and employees, in each case (except as to payments to dissenters and payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses) as described in the Offering Memorandum under the headings “The Acquisition,” “Use of Proceeds” and “Certain Relationships and Related Transactions”;

(8) so long as no Default or Event of Default shall have occurred and be continuing, payments of dividends or redemption payments by the Issuer with respect to the shares of Series B Preferred Stock of the Issuer outstanding on the Issue Date to the extent required to be paid by the Issuer pursuant to the certificates of designations relating to such stock as in effect on the Issue Date; and

(9) so long as no Default or Event of Default shall have occurred and be continuing, cash dividends or other Restricted Payments to a Holding Company in an

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amount sufficient to enable such Holding Company to make payments of cash interest on any Qualified Holdco Debt; provided that any such dividend or other Restricted Payment is used promptly by such Holding Company to make such payment.

(c) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors of the Issuer.

(d) In addition, if any Person (other than an Unrestricted Subsidiary) in which an Investment is made, which Investment constituted a Restricted Payment when made, thereafter becomes a Restricted Subsidiary, such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to Section 4.04(a)(iii) to the extent that such Investments would not have been Restricted Payments had such Person been a Restricted Subsidiary at the time such Investments were made.

(e) In making the computations required by this covenant:

(1) the Issuer or the relevant Restricted Subsidiary may use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Issuer for the remaining portion of such period; and

(2) the Issuer or the relevant Restricted Subsidiary shall be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Issuer and the Restricted Subsidiary that are available on the date of determination.

(f) If the Issuer makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of the Issuer or any Restricted Subsidiary be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s or any Restricted Subsidiary’s financial statements, affecting Consolidated Net Income of the Issuer for any period. For the avoidance of doubt, it is expressly agreed that no payment or other transaction permitted by clauses (1) or (5) of Section 4.07(b) below, shall be considered a Restricted Payment for purposes of, or otherwise restricted by, this Indenture.

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Issuer or any of its Restricted Subsidiaries;

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(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) Notwithstanding Section 4.05(a), such section shall not apply to encumbrances or restrictions:

(1) under contracts in effect on the Issue Date, including the Amended and Restated Credit Facility, the Fixed Rate Notes, Floating Rate Notes and other Existing Debt and the related documentation;

(2) under this Indenture, the Securities, any Additional Securities and any other agreement entered into after the Issue Date, provided that the encumbrances or restrictions in any such other agreement are not materially more restrictive, taken as a whole, than those contained in this Indenture and the Securities;

(3) under any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(4) existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) of Section 4.05(a) above on the property so acquired;

(5) created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Board of Directors or senior management of the Issuer, are necessary or advisable to effect such Qualified Receivables Transaction;

(6) in the case of clause (3) of Section 4.05(a) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) contained in security agreements or mortgages securing Debt to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages, or (iv) any Lien on property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture;

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(7) existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(8) on cash or other deposits or net worth imposed by leases and customer contracts entered into in the ordinary course of business;

(9) in customary form under joint venture agreements and other similar agreements which limitations are only applicable to the Person or assets that are the subject of such agreements (and any assets of such Person);

(10) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Issuer or any of its Restricted Subsidiaries or any of their businesses;

(11) contained in the terms governing any Debt of any Restricted Subsidiary otherwise permitted to be incurred under this Indenture if (as determined in good faith by the Board of Directors of the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially adversely affect the ability of Issuer to make payments on the Securities; or

(12) under any Permitted Refinancing Debt or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 4.06. Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of

(x) cash or Cash Equivalents; or

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(y) (i) all or substantially all of the assets of, or the majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaging in, a Permitted Business or

(ii) assets that are used or useful in a Permitted Business.

For purposes of this Section 4.06(a)(2), (A) a lease entered into in connection with a sale-leaseback transaction shall not constitute part of the proceeds of such transaction and (B) each of the following shall be deemed to be cash:

(i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet), of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets; and

(ii) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days after receipt.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1) to repay Secured Debt, Debt of any Restricted Subsidiary (including the Fixed Rate Notes or Floating Rate Notes) or Pari Passu Debt (in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer); provided that if the Issuer shall so reduce Pari Passu Debt, it shall equally and ratably make an Asset Sale Offer to the Holders (in accordance with the procedures set forth in Section 4.06(c) and Section 3.10 for an Asset Sale Offer);

(2) to make capital expenditures or to acquire properties or assets that shall be used or useful in the Permitted Business of the Issuer or any of its Restricted Subsidiaries; or

(3) to acquire a controlling interest in a Person engaged in a Permitted Business;

provided that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of this Section 4.06(b) or if the application of such Net Proceeds is part of a project authorized by the Board of Directors that shall take longer than 365 days to complete, such 365 day period shall be extended with respect to the amount of Net Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or, until completion of such project, as the case may be. Pending the final application of any Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowing under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

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(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of Section 4.06(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million the Issuer shall:

(1) make an Asset Sale Offer to all Holders in accordance with Section 3.10; and

(2) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Debt of the Issuer in accordance with provisions governing such Debt requiring the Issuer to prepay, purchase or redeem such Debt with the proceeds from any Asset Sales (or offer to do so),

pro rata in proportion to the respective Accreted Value of the Securities and such other Debt required to be prepaid, purchased or redeemed or tendered for, in the case of the Securities pursuant to such Asset Sale Offer to purchase the maximum principal amount at maturity of Securities that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their Accreted Value plus accrued and unpaid interest (if after April 1, 2007) to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in this Indenture and the Securities.

(d) If any Excess Proceeds remain after completion of an Asset Sale Offer and, if applicable, any prepayment, purchase, redemption or tender of or for Pari Passu Debt, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate Accreted Value of Securities surrendered by Holders thereof exceeds the pro rata portion of such Excess Proceeds to be used to purchase Securities, the Trustee shall select the Securities to be purchased on a pro rata basis as provided in Section 3.10. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Issuer may commence an Asset Sale Offer prior to the expiration of 365 days after the occurrence of an Asset Sale.

SECTION 4.07. Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance, guarantee or other transaction with, or for the benefit of, any Person that, prior to such transaction, was an Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”),unless:

(1) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

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(2) the Issuer delivers to the Trustee:

(i) with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $7.5 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.07(a) and that such Affiliate Transaction has been approved by the Board of Directors; and

(ii) with respect to any Affiliate Transaction involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

(b) Notwithstanding Section 4.07(a), none of the following shall be prohibited by this Section 4.07 (or be deemed to be an Affiliate Transactions):

(1) any employment agreements, consulting agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors’ and officers’ indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers, directors or consultants that are natural persons and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers, directors or consultants that are natural persons in the ordinary course of business or in connection with the Issuer’s transition to new ownership;

(2) transactions between or among (i) the Issuer and/or its Restricted Subsidiaries or (ii) the Issuer and/or one or more of its Restricted Subsidiaries and any joint venture; provided, in the case of this clause (ii), no Affiliate of the Issuer (other than a Restricted Subsidiary) owns any of the Capital Stock of any such joint venture;

(3) Permitted Investments and Restricted Payments (including Specified Affiliate Payments, even if not Restricted Payments) that are permitted by Section 4.04;

(4) transactions in connection with any Qualified Receivables Transaction;

(5) payments to Investcorp, Berkshire Partners, Greenbriar or any other holder of Capital Stock or any of their respective Affiliates (whether or not such Persons are Affiliates of the Issuer) for (a) any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and related expenses, including in connection with acquisitions, divestitures or a Change of Control, which payments are on arm’s length terms and approved by the Board of Directors of the Issuer in good faith and (b) any annual management, consulting and advisory fees and related expenses, but excluding any such fees payable prior to the fifth anniversary of the Issue Date (other than the prepayment of annual management fees on or about the Issue Date as disclosed in the Offering Memorandum);

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(6) any agreement as in effect on the Issue Date (including the Merger Agreement and the advisory agreements with members of the Initial Control Group) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect) or any transaction contemplated thereby;

(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer or its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof;

(8) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or any capital contribution to the Issuer;

(9) the issuance of Permitted Debt permitted by clause (9) of Section 4.03(b) to any Affiliate on terms that, taken as a whole, are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person, or, if there is no comparable transaction, have been negotiated in good faith by the parties thereto; and

(10) any transaction in which the Issuer or any of its Restricted Subsidiaries delivers to the Trustee a letter issued by an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair from a financial point of view or meets the requirements of Section 4.07(a)(1) hereof.

SECTION 4.08. Change of Control.

(a) Upon the occurrence of a Change of Control, unless all Securities have been called for redemption pursuant to Section 3.07, each Holder of Securities shall have the right to require the Issuer to repurchase all or any part (equal to $1,000 principal amount at maturity or an integral multiple thereof) of such Holder’s Securities pursuant to a Change of Control Offer made pursuant to Section 3.10 at an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate Accreted Value thereof plus accrued and unpaid interest (if after April 1, 2007) thereon, if any, to the date of purchase.

(b) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 3.10 applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.09. Compliance Certificates. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would

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normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do have such knowledge, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.

The Issuer shall deliver to the Trustee, as soon as possible and in any event within five days after any Senior Officer of the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or Default and the action which the Issuer proposes to take with respect thereto.

SECTION 4.10. Limitation on Designations of Unrestricted Subsidiaries.

(a) The Board of Directors may designate (a “Designation”) any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Issuer) (other than ATD Operating Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary, so long as such Designation would not cause a Default, provided that:

(1) any then existing Guarantee by the Issuer or any Restricted Subsidiary of any Debt of the Subsidiary being so designated shall be deemed an “incurrence” of such Debt at the time of such Designation; and

(2) the “incurrence” of Debt referred to in clause (1) of this Section 4.10(a) would be permitted under Section 4.03.

(b) For purposes of making the determination of whether such Designation would cause a Default, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated, shall be deemed made at the time of such Designation. The amount of such outstanding Investments shall be equal to the portion of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Issuer. Such Designation shall only be permitted if any such Investment would be permitted at such time.

(c) The Board of Directors may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), provided that:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Revocation; and

(2) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture.

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(d) Any such Designation or Revocation by the Board of Directors after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such Designation or Revocation and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

SECTION 4.11. Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Securities are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by such Lien or such other obligations are no longer obligations of the Issuer or any of its Restricted Subsidiaries; provided that:

(a) if such other Debt constitutes Subordinated Debt or is otherwise subordinate or junior in right of payment to the Obligations under this Indenture or the Securities, such Lien is expressly made prior and senior in priority to the Lien securing such other Debt; or

(b) in any other case, such Lien ranks equally and ratably with or prior to the Lien securing the other Debt or obligations so secured.

SECTION 4.12. Limitation on Issuance of Guarantees. The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any Debt of the Issuer unless such Restricted Subsidiary simultaneously executes and delivers a Supplemental Indenture in the form of Exhibit I hereto providing for the Guarantee of the payment of the Securities by such Restricted Subsidiary (each, a “Guarantor”), which Guarantee (a “Security Guarantee”) shall be senior or pari passu with such Subsidiary’s Guarantee of such other Debt. The Security Guarantee of a Guarantor will be released upon release of all other Guarantees by such Guarantor of Debt of the Issuer or upon satisfaction and discharge or defeasance of the Securities under Article VIII. If the Security Guarantee of any Guarantor terminates pursuant to the foregoing provisions, such Person shall cease to be a Guarantor or otherwise a party to this Indenture and, upon request by the Issuer, the Trustee shall execute appropriate instruments acknowledging such termination and the release of such Person from its obligations under its Security Guarantee and hereunder.

SECTION 4.13. Business Activities. The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as is not material to the Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.14. Payments for Consent. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

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SECTION 4.15. Taxes. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Issuer or any Restricted Subsidiary or upon the income, profits or property of the Issuer or any Restricted Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or Lien upon the property of the Issuer or any Restricted Subsidiary; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Issuer), are being maintained in accordance with GAAP or where the failure to effect such payment will not be materially disadvantageous to the Holders.

SECTION 4.16. Corporate Existence. Except as otherwise provided in this Article IV and Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary in accordance with their respective organizational documents (as the same may be amended from time to time).

ARTICLE V

SUCCESSOR ISSUER

SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer.

(a) The Issuer shall not directly or indirectly consolidate or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1) the Issuer is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that if such surviving person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state or the District of Columbia becomes a co-issuer of the Securities in connection therewith;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the Securities, this Indenture and any Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default exists;

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(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) be permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception or (ii) have a Consolidated Coverage Ratio at least equal to the Consolidated Coverage Ratio of the Issuer for such four-quarter reference period; and

(5) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture.

(b) In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and the Restricted Subsidiaries’ properties or assets in one or more related transactions, to any other Person.

(c) Notwithstanding the foregoing, clauses (3) and (4) of Section 5.01(a) shall not apply to any merger or consolidation of the Issuer with an Affiliate formed solely for the purpose of reforming the Issuer in another jurisdiction or solely for the purpose of facilitating the formation of a Holding Company.

(d) For purposes of this Section 5.01, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

(e) Upon any consolidation or merger or any transfer (other than a lease) of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Securities and this Indenture with the same effect as if such successor entity had been named in this Indenture as the Issuer, and the Issuer (except in the case of a transfer of less than all of the assets of the Issuer) shall be released from the obligations under the Securities, this Indenture and any Registration Rights Agreement.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default and Remedies.

(a) Each of the following constitutes an “Event of Default” under this Indenture:

(1) default for 30 days in the payment when due of interest on the Securities;

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(2) default in payment when due of the principal of or premium, if any, on the Securities (including upon mandatory redemption), and any failure of the Issuer to make a Change of Control Offer or Asset Sale Offer when required or to purchase Securities required to be purchased in connection therewith;

(3) failure by the Issuer to comply with Section 5.01;

(4) failure by the Issuer for 30 days after receipt of notice from the Trustee or the Holders of at least 25% in principal amount at maturity of then outstanding Securities specifying such failure to comply with Section 4.03 or Section 4.04;

(5) failure by the Issuer for 60 days after receipt of notice given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount at maturity of the Securities outstanding specifying such failure to comply with any of the Sections of this Indenture or the Securities;

(6) the failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $15.0 million;

(7) any judgment or decree for the payment of money in excess of $15.0 million (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or which are covered by insurance (unless the Issuer’s insurance carriers have denied coverage in respect thereof) in the event any appeal thereof shall be unsuccessful) is entered against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(8) ATD Operating Company ceases to be a Wholly Owned Restricted Subsidiary of the Issuer (other than as a result of a merger between the Issuer and ATD Operating Company);

(9) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in an involuntary case;

(C) consents to the appointment of a Custodian of it or for any substantial part of its property;

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(D) makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency; or

(10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary in an involuntary case;

(B) appoints a Custodian of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or for any substantial part of its property; or

(C) orders the winding up or liquidation of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree relating thereto remains unstayed and in effect for 60 days.

(b) The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effect by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

(c) The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors. For purposes of this Section, the term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

(d) A Default under clause (4) or (5) of Section 6.01(a) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities notify the Issuer in writing by registered or certified mail, return receipt requested, of the Default and the Issuer does not cure such Default within the time specified in clauses (4) and (5) of Section 6.01(a) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

SECTION 6.02. Acceleration.

(a) If an Event of Default (other than an Event of Default specified in Section 6.01(a)(9) or (10) with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer in writing, or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities by notice in writing to the Issuer, may declare the Accreted Value of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, the Accreted Value and all accrued and unpaid interest (if after April 1, 2007) and Additional Interest shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(a)(9) or (10) occurs, the Accreted Value of all the Securities, together with all accrued and unpaid interest (if after April 1, 2007) and Additional Interest, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders.

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(b) At any time after a declaration of acceleration with respect to the Securities as described in Section 6.02(a), the Holders of a majority in aggregate principal amount at maturity of the Securities may rescind and cancel such declaration and its consequences: (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative (to the extent permitted by law).

SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under this Indenture except a continuing Event of Default in the payment of interest on, or the principal of, the Securities. When a Default is waived, it is deemed cured and ceases to exist and any Event of Default arising therefrom shall be deemed to have been cured and waived for every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05. Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Securityholder may pursue any remedy with respect to this Indenture, the Securities or the Security Guarantees unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Securityholder shall not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Issuer or any Subsidiary, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

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SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Securityholders for amounts due and unpaid on the Securities for Accreted Value and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD: to the Issuer.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Issuer a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount at maturity of the Securities.

SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c) The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of Section 7.01(b);

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 or from any party otherwise authorized to direct the Trustee under this Indenture.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

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(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

SECTION 7.02. Rights of Trustee. Subject to Section 7.01:

(a) The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in any such document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount at maturity of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

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(g) The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

(h) The permissive rights of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty to take such action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11 and Sections 310(b) and 311 of the Trust Indenture Act.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder notice of the Default. Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of Securityholders. The Issuer shall deliver to the Trustee, forthwith upon any Senior Officer obtaining actual knowledge of any Default, written notice of any event which would constitute such Default, its status and what action the Issuer is taking or proposes to take in respect thereof. Notwithstanding anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to have knowledge of any Default or Event of Default hereunder, except in the case of an Event of Default under Section 6.01(a)(1) or (2) (provided that the Trustee is Paying Agent), unless and until a Trust Officer receives written notice thereof at its Corporate Trust Office, from the Issuer or a Holder that such Default has occurred.

SECTION 7.06. Reports by Trustee to Holders. The Trustee shall transmit to the Holders such reports concerning the Trustee and its actions under this Indenture as may be

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required pursuant to the TIA at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the TIA with respect to any 12-month period, such report shall cover the 12-month period ending April 1 (beginning April 1, 2006) and shall be transmitted by the next succeeding June 1. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate indicating whether the signers thereof actually know of any Default that occurred during the previous year.

A copy of each report at the time of its mailing to Securityholders shall be filed with the Commission and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation as is agreed to in writing by the Trustee and Issuer for the Trustee’s services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it, including but not limited to costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses of the Trustee’s counsel, accountants and experts. The Issuer shall indemnify and defend the Trustee and its officers, directors, shareholders, agents and employees (each, an “Indemnified Party”) for and hold each Indemnified Party harmless against any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this Indenture or the Securities and the performance of their duties hereunder, including the cost and expense of enforcing this Indenture against the Issuer (including this Section 7.07), and defending itself against any claim (whether asserted by a Holder or any other person). The Trustee, in its capacity as Paying Agent, Registrar, Custodian and agent for service of notice and demands, and the Trustee’s officers, directors, shareholders, agents and employees, when acting in such other capacity, shall have the full benefit of the foregoing indemnity as well as all other benefits, rights and privileges accorded to the Trustee in this Indenture when acting in such other capacity. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify the Issuer shall not relieve the Issuer of its indemnity obligations hereunder. The Issuer shall defend the claim and the Indemnified Party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such Indemnified Parties may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if it assumes such Indemnified Parties’ defense and, in such Indemnified Parties’ reasonable judgment, there is no conflict of interest between the Issuer and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such party’s own willful misconduct, negligence or bad faith. The Issuer need not pay any settlement made without its consent (which consent shall not be unreasonably withheld).

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The Trustee’s right to receive payment of any amounts due under this Indenture shall not be subordinated to any other Debt of the Issuer, and the Securities shall be subordinate to the Trustee’s rights to receive such payment.

The Issuer’s payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(a)(9) or (10) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount at maturity of the Securities may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount at maturity of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount at maturity of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

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SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee, provided, that such Person shall be qualified and eligible under this Article VII.

In case at the time such successor or successors by consolidation, merger, conversion or transfer shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Legal Defeasance and Covenant Defeasance.

(a) The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.01(b) or 8.01(c) be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article VIII.

(b) Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(b), the Issuer and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.02, be deemed to have been discharged from its obligations with respect to the Securities and any Security Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and each Guarantor shall be deemed to have paid and discharged the entire Debt represented by the outstanding Securities and any Security Guarantee, which Securities and Security Guarantees

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shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all their other obligations under the Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities to receive solely from the trust fund described in this Article VIII, as more fully set forth in such Article, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Issuer’s obligations with respect to the Securities under Article II and Sections 4.01, 7.07 and 7.08, which shall survive until the Securities have been paid in full (thereafter, the Issuer’s obligations in Section 7.07 shall survive), and (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantor’s obligations in connection therewith and (iv) this Section 8.01 and Section 8.02. Subject to compliance with this Article VIII, the Issuer may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance option.

(c) Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(c) subject to the satisfaction of the conditions set forth in Section 8.02, each Guarantor shall be released from its Security Guarantee and the Issuer and each Guarantor shall be released from their obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16 and 5.01(a)(4) with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration of act of Holders (and the consequences of any thereof) in connection with such Sections, but shall continue to be deemed “outstanding” for all the other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise of its Covenant Defeasance option, subject to the satisfaction of the conditions set forth in Section 8.02, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) (with respect to compliance with Sections 4.05, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.15 and 4.16), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8), 6.01(a)(9) (with respect to Subsidiaries of the Issuer only) or Section 6.01(a)(10) (with respect to Subsidiaries of the Issuer only) shall not constitute Events of Default.

SECTION 8.02. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Issuer must irrevocably deposit with the Trustee (or another qualifying trustee; for purposes of this Section 8.02 and Section 8.04, the term “Trustee” shall include such other qualifying trustee), in trust, for the benefit of the Holders, cash in United States dollars, Government Notes, or a combination thereof, in such amounts as shall be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Securities are being defeased to maturity or to a particular redemption date;

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(b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States, reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(f) the Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 123^rd day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 123^rd day following the deposit, the trust funds shall not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision;

(g) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or the Guarantors, as applicable, or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Guarantors, as applicable, or others; and

(h) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary

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assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance (other than the expiration of the 123-day period referred to above) have been complied with.

SECTION 8.03. Satisfaction and Discharge of Indenture. Upon the request of the Issuer, this Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities, as expressly provided for herein or pursuant hereto), the Issuer and the Guarantors shall be discharged from their obligations under the Securities and the Security Guarantees, and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Security Guarantees, any Registration Rights Agreement and the Securities when:

(a) either (i) all the Securities theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation or (ii) all Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable at maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for such purpose in an amount sufficient to pay and discharge the entire Debt on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, on) and interest on the Securities to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or redemption date, as the case may be and any Additional Interest thereon;

(b) the Issuer has paid or caused to be paid all sums payable under this Indenture by the Issuer; and

(c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture, the Security Guarantees and the Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section, the obligations of the Trustee and the Paying Agent under Section 8.04 and Section 2.04 shall survive.

SECTION 8.04. Deposited Money and Government Notes to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.05, all money and Government Notes (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.02 or 8.03 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the

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Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Notes held by it as provided in Section 8.02 or 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.02(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05. Repayment to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in the New York Times (national edition) and the Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Notes in accordance with this Article VIII by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article VIII; provided, however, that, if the Issuer or any Guarantor makes any payment of principal of, premium or interest on any Security following the reinstatement of its obligations, the Issuer or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.01. Without Consent of Holders. The Issuer and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

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(2) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(3) to provide for the assumption of the Issuer’s obligations to Holders in the case of a merger, consolidation or sale of assets;

(4) to provide for Guarantors or to release any Security Guarantees in accordance with the provisions of Section 4.12 hereof;

(5) to make any change that would provide any additional rights or benefits to the Holders or that, as determined by the Board of Directors of the Issuer in good faith, does not materially adversely affect the legal rights of any such Holder under this Indenture;

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(7) to conform this Indenture or the Securities to any provision of the Description of Notes contained in the Offering Memorandum; or

(8) to make any change to Article II, Section 4.01 or the Exhibits hereto that applies only to Additional Securities (other than a change relating to other provisions of this Indenture incorporated or referenced in Article II, Section 4.01 or any such Exhibit).

After an amendment under this Section becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02. With Consent of Holders. The Issuer and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount at maturity of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and any existing default or compliance with any provisions of this Indenture and the Securities may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities). Notwithstanding the foregoing, without the consent of each Securityholder affected, an amendment or waiver shall not (with respect to any Securities held by a non-consenting Holder):

(1) reduce the principal amount at maturity of the Securities whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed maturity of any Security, reduce any premium payable upon, or change the dates (to earlier dates) of, redemption of any Security (other than provisions applicable to Sections 4.06 or 4.08);

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(3) reduce the rate of or change the time for payment of interest on any Security;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount at maturity of the Securities then outstanding and a waiver of the payment default that resulted from such acceleration);

(5) make any Security payable in money other than that stated in the Securities;

(6) impair the rights of Holders to receive payments of principal of or premium, if any, or interest on the Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Securities;

(7) after the time a Change of Control Offer or Asset Sale Offer is required to have been made, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; or

(8) make any change in Section 9.01 or this Section 9.02.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives written notice of revocation before the date the requisite number of consents are received by the Issuer or the Trustee. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective once the requisite number of consents are received by the Issuer or the Trustee and any other conditions to effectiveness of such consent specified in the amendment or waiver are satisfied.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described

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above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.

SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture that such amendment is the legal, valid and binding obligation of the Issuer enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 10.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Issuer:

ATD MergerSub, Inc.

c/o Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Joerg H. Esdorn

if to the Trustee:

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

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NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: (704) 383-7316

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be made in compliance with Section 313(c) of the TIA and mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 10.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, at the request of the Trustee the Issuer shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

To the extent applicable, the Issuer shall comply with Section 314(c)(3) of the TIA.

SECTION 10.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 10.06. When Securities Disregarded. In determining whether the Holders of the required principal amount at maturity of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 10.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 10.08. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or the state where the Corporate Trust Office is located. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 10.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 10.10. No Recourse Against Others. A director, officer, incorporator, employee, stockholder or Affiliate as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 10.11. Successors. All agreements of the Issuer in this Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 10.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

85

SECTION 10.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 10.14. Severability. In case any one or more of the provisions in this Indenture or in the Securities shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 10.15. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

86

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ J. Michael Gaithe
Name:	J. Michael Gaithe
Title:	Secretary
WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Patrick Teague
Name:	Patrick Teague
Title:	Vice President

87

EXHIBIT A

[FACE OF SECURITY]

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $777.05, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $222.95, THE ISSUE DATE IS MARCH 31, 2005 AND THE YIELD TO MATURITY IS 13% PER ANNUM.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

13% Senior Discount Note Due 2013

[CUSIP] [CINS]                             

No.                      $                     Principal Amount At Maturity

American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                             , or its registered assigns, the principal sum of              DOLLARS ($                    ) or such other amount as indicated on the Schedule of Exchange of Securities attached hereto on October 1, 2013.

Interest Rate: No interest will accrue on this Security prior to April 1, 2007 [(other than any additional interest that may accrue pursuant to the Registration Rights Agreement referred to on the reverse side of the Security)].¹ Instead the Accreted Value of this Security will accrete at a rate of 13% per annum compounded semi-annually to the full principal amount at maturity on April 1, 2007. Thereafter, interest on this Security will accrue at a rate of 13% per annum.

Interest Payment Dates: April 1 and October 1, commencing October 1, 2007.

Regular Record Dates: March 15 and September 15.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

¹ Include only for Initial Security or Initial Additional Security.

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IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officers.

Date:	AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
	By:
	Name:
	Title:

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(Form of Trustee’s Certificate of Authentication)

This is one of the 13% Senior Discount Notes Due 2013 described in the Indenture referred to in this Security.

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

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[REVERSE SIDE OF SECURITY]

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

13% Senior Note Due 2013

1. Principal and Interest.

The Company promises to pay the principal of this Security on October 1, 2013.

No interest will accrue on the Notes prior to April 1, 2007. Instead. the Accreted Value of each Note will increase (representing amortization of original issue discount) between the date of original issuance and April 1, 2007 at a rate of 13% calculated on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30-day months (as more fully set forth in the Indenture), such that the Accreted Value on April 1, 2007 will be equal to the full principal amount at maturity of the Notes. Thereafter, the Company promises to pay interest on the principal amount at maturity of this Security on each interest payment date, as set forth on the face of this Security, at the rate of 13% per annum [(subject to adjustment as provided below)],² accruing from and after April 1, 2007.

Interest will be payable, in cash, semiannually in arrears (to the holders of record of the Securities at the close of business on the March 15 or September 15 immediately preceding the interest payment date) on each interest payment date, commencing October 1, 2007.

[The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated March 31, 2005, among the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). If:

(1) the Company fails to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing; or

(2) any of such registration statements is not declared effective on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

² Include only for Initial Security or Initial Additional Security

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(3) unless the Exchange Offer shall not be permissable under applicable law or Commission policy, the Company fails to consummate the Exchange Offer (except with respect to certain non-eligible securities) within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Securities during the periods specified in the Registration Rights Agreement, except for suspensions during “blackout periods” as set forth in the Registration Rights Agreement

(each such event referred to in clauses (1) through (4) above, a “Registration Default”), then the Issuer shall pay additional interest (“Additional Interest”) on the Securities at a rate of 0.25% per annum on the Accreted Value thereof (calculated at the beginning of such 90-day period) during the 90-day period immediately following the occurrence of any Registration Default, and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum.]³

Interest on this Security will accrue from the most recent date to which interest has been paid on this Security [or the Security surrendered in exchange for this Security]³ (or, if there is no existing default in the payment of interest and if this Security is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from⁴ April 1, 2007. Interest will be computed in the basis of a 360-day year of twelve 30-day months.

Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date determined in accordance with the Indenture.

³ Include only for Initial Security or Initial Additional Security

³ Include only for Exchange Security.

⁴ For Additional Securities, should be the date of their original issue if after April 1, 2007.

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The Issuer will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum equal to 13%.

2. Indenture.

This is one of the Securities issued under an Indenture dated as of March 31, 2005 (as amended from time to time, the “Indenture”), between the Company and Wachovia Bank, National Association, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture will control.

The Securities are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount at maturity of the Securities to $51,480,000, but Additional Securities may be issued pursuant to the Indenture, and the originally issued Securities and all such Additional Securities vote together for all purposes as a single class.

3. Redemption and Repurchase; Discharge or Defeasance Prior to Redemption or Maturity.

This Security is subject to optional and mandatory redemption, and may be the subject of a Repurchase Offer, as further described in the Indenture. There is no sinking fund applicable to this Security.

If the Company deposits with the Trustee money or Government Notes sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Securities to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Securities or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in denominations of $1,000 principal amount at maturity and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Security or certain portions of a Security.

5. Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the Securities may declare the Accreted Value and all accrued and unpaid interest and Additional Interest on the Securities to

A-6

be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Accreted Value and all accrued and unpaid interest and Additional Interest on the Securities shall automatically become due and payable. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount at maturity of the Securities then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Securities may be amended, or and defaults may be waived, with the consent of the Holders of a majority in principal amount at maturity of the outstanding Securities. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency.

7. Authentication.

This Security is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Security.

8. Governing Law.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-7

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Security on the books of the Company with full power of substitution in the premises.

A-8

[THE FOLLOWING PROVISION TO BE INCLUDED

ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Security occurring prior to                             , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

¨ (1) This Security is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit E to the Indenture is being furnished herewith.

¨ (2) This Security is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith.

or

¨ (3) This Security is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
	Seller
	By:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-9

Signature Guarantee:5
	By:
		To be executed by an executive officer

⁵ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Security purchased by the Company pursuant to Section 3.10 of the Indenture, check the box: ¨

If you wish to have a portion of this Security purchased by the Company pursuant to Section 3.10 of the Indenture, state the amount (in original principal amount at maturity) below:

$                    .

Date:                    

Your Signature:

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:¹

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF EXCHANGES OF SECURITIES¹

The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:

Date of Exchange Amount of decrease in principal amount at maturity of this Global Security Amount of increase in principal amount at maturity of this Global Security Principal amount of this Global Security following such decrease (or increase) Signature of authorized officer of Trustee

¹ For Global Securities

A-12

EXHIBIT B

RESTRICTED LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

(1) REPRESENTS THAT

(A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

(B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

(C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A) TO THE COMPANY,

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

(E) IN A PRINCIPAL AMOUNT AT MATURITY OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH

B-1

MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, OR

(F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

B-2

EXHIBIT C

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

C-1

EXHIBIT D

REGULATION S CERTIFICATE

                    ,             

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: (704) 383-7316

Re: American Tire Distributors Holdings, Inc.

13% Senior Discount Notes due 2013 (the “Securities”)

Issued under the Indenture (the “Indenture”) dated

as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

¨ A. This Certificate relates to our proposed transfer of $                      principal amount at maturity of Securities issued under the Indenture. We hereby certify as follows:

1. The offer and sale of the Securities was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. Person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. Person” pursuant to Rule 902(k)(2)(i) under the circumstances described ni Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

D-1

3. Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Securities.

4. The proposed transfer of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

5. If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

¨ B. This Certificate relates to our proposed exchange of $                     principal amount at maturity of Securities issued under the Indenture for an equal principal amount at maturity of Securities to be held by us. We hereby certify as follows:

1. At the time the offer and sale of the Securities was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

3. The proposed exchange of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

D-2

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF SELLER (FOR TRANSFERS) OR

OWNER (FOR EXCHANGES)]

By:

Name:

Title:

Address:

Date:                     

D-3

EXHIBIT E

RULE 144A CERTIFICATE

                    ,             

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: (704) 383-7316

Re: American Tire Distributors Holdings, Inc.

13% Senior Discount Notes due 2013 (the “Securities”)

Issued under the Indenture (the “Indenture”) dated

as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $                      principal amount at maturity of Securities issued under the Indenture.

¨ B. Our proposed exchange of $                     principal amount at maturity of Securities issued under the Indenture for an equal principal amount at maturity of Securities to be held by us.

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                     , 20    , which is a date on or since the close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Securities to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

E-1

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF PURCHASER (FOR TRANSFERS)

OR OWNER (FOR EXCHANGES)]

By:

Name:

Title:

Address:

Date:                     

E-2

EXHIBIT F

INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE¹

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: (704) 383-7316

Re: American Tire Distributors Holdings, Inc.

13% Senior Discount Notes due 2013 (the “Securities”)

Issued under the Indenture (the “Indenture”) dated

as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $                      principal amount at maturity of Securities issued under the Indenture.

¨ B. Our proposed exchange of $                      principal amount at maturity of Securities issued under the Indenture for an equal principal amount at maturity of Securities to be held by us.

We hereby confirm that:

1. We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).

2. Any acquisition of Securities by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.

3. We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Securities and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Securities.

4. We are not acquiring the Securities with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.

F-1

5. We acknowledge that the Securities have not been registered under the Securities Act and that the Securities may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

6. The principal amount at maturity of Securities to which this Certificate relates is at least equal to $250,000.

We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Securities may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount at maturity of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Securities or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

We understand that the Trustee will not be required to accept for registration of transfer any Securities acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Securities acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph. We further agree to provide to any person acquiring any of the Securities from us a notice advising such person that resales of the Securities are restricted as stated herein and that certificates representing the Securities will bear a legend to that effect.

We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

F-2

We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF PURCHASER (FOR TRANSFERS)

OR OWNER (FOR EXCHANGES)]

By:

Name:

Title:

Address:

Date:                     

F-3

Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows:

By:

Date:

Taxpayer ID number:

F-4

EXHIBIT G

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

CERTIFICATE OF BENEFICIAL OWNERSHIP

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: (704) 383-7316

Re: American Tire Distributors Holdings, Inc.

13% Senior Discount Notes due 2013 (the “Securities”)

Issued under the Indenture (the “Indenture”) dated

as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

We are the beneficial owner of $                      principal amount at maturity of Securities issued under the Indenture and represented by a Temporary Offshore Global Security (as defined in the Indenture).

We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]

¨ A. We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).

¨ B. We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

G-1

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF BENEFICIAL OWNER]

By:

Name:

Title:

Address:

Date:                     

G-2

[FORM II]

CERTIFICATE OF BENEFICIAL OWNERSHIP

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: (704) 383-7316

Re: American Tire Distributors Holdings, Inc.

13% Senior Discount Notes due 2013 (the “Securities”)

Issued under the Indenture (the “Indenture”) dated

as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount at maturity of Securities represented by a Temporary Offshore Global Security issued under the above-referenced Indenture, that as of the date hereof, $                     principal amount at maturity of Securities represented by the Temporary Offshore Global Security being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Security excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect to any portion of such Temporary Offshore Global Security submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

G-3

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Yours faithfully,

[Name of DTC Participant]

By:

Name:

Title:

Address:

Date:                    

G-4

EXHIBIT H

TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND

THIS SECURITY IS A TEMPORARY GLOBAL SECURITY. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL SECURITIES OTHER THAN A PERMANENT GLOBAL SECURITY IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER SECURITY.

H-1

EXHIBIT I

SUPPLEMENTAL INDENTURE

dated as of                     ,             

among

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

13% Senior Discount Notes due 2013

I-1

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     ,             , among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee entered into the Indenture, dated as of March 31, 2005 (the “Indenture”), relating to the Company’s 13% Senior Discount Notes due 2013 (the “Securities”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause its Subsidiaries to provide Security Guarantees in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors and the following provisions hereof.

Section 3. (a) Each Undersigned hereby jointly and severally (together with all other Guarantors) unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of Accreted Value of, premium, if any, and interest (if after April 1, 2007) on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Undersigned further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Undersigned, and that each such Undersigned shall remain bound under its Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

(b) Each Undersigned waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Undersigned waives notice of any default under the Securities or the

I-2

Guaranteed Obligations. The obligations of each Undersigned hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations; or (g) any change in the ownership of such Undersigned, until such Undersigned is released as a Guarantor pursuant to the Indenture.

(c) Each Undersigned further agrees that its Security Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Undersigned irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The obligations of each Undersigned hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Undersigned herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Undersigned or would otherwise operate as a discharge of any Undersigned as a matter of law or equity.

(d) Each Undersigned further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(e) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Undersigned by virtue hereof, upon the failure of the Issuer to pay the Accreted Value of or premium, if any, or interest (if after April 1, 2007) on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Undersigned hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid Accreted Value of such Guaranteed Obligations, (ii) accrued and unpaid interest (if after April 1, 2007) or premium, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee.

I-3

(f) Each Undersigned agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Undersigned further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Undersigned for the purposes of this Section.

(g) Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the obligations guaranteed hereunder by any Undersigned shall not exceed the maximum amount that can be guaranteed without rendering this Indenture, as it relates to such Undersigned, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(h) The Guarantee set forth in this section shall be binding upon each Undersigned and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in the Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of the Indenture.

(i) Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this section shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this section at law, in equity, by statute or otherwise.

(j) No modification, amendment or waiver of any provision of this section, nor the consent to any departure by any Undersigned therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Undersigned in any case shall entitle such Undersigned to any other or further notice or demand in the same, similar or other circumstances.

(k) The execution by each Undersigned of this Supplemental Indenture evidences the Security Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Security Guarantee set forth in this Supplemental Indenture on behalf of each Undersigned.

Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

I-4

Section 5. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

I-5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors Holdings, Inc., as Issuer

By:

Name:

Title:

[GUARANTOR]

By:

Name:

Title:

Wachovia Bank, National Association, as Trustee

By:

Name:

Title:

I-6

EX-4.2

Exhibit 4.2

EXECUTION COPY

ATD MERGERSUB, INC.

$140,000,000 Senior Floating Rate Notes due 2012

INDENTURE

Dated as of March 31, 2005

WACHOVIA BANK, NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

		Page
ARTICLE I Definitions and Incorporation by Reference		1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	31
Section 1.03.	Incorporation by Reference of Trust Indenture Act	32
Section 1.04.	Rules of Construction	32
ARTICLE II The Securities		33
Section 2.01.	Form, Dating and Denominations	33
Section 2.02.	Execution and Authentication; Exchange Securities; Additional Securities	34
Section 2.03.	Registrar and Paying Agent	35
Section 2.04.	Paying Agent to Hold Money in Trust	36
Section 2.05.	Securityholder Lists	36
Section 2.06.	Replacement Securities	36
Section 2.07.	Outstanding Securities	37
Section 2.08.	Temporary Securities	37
Section 2.09.	Cancellation	38
Section 2.10.	CUSIP Numbers	38
Section 2.11.	Registration, Transfer and Exchange	38
Section 2.12.	Restrictions on Transfer and Exchange	41
Section 2.13.	Reg. S Temporary Offshore Global Securities	42
Section 2.14.	Defaulted Interest	43
ARTICLE III Redemption		43
Section 3.01.	Notices to Trustee	43
Section 3.02.	Selection	44
Section 3.03.	Notice	44
Section 3.04.	Effect of Notice of Redemption	45
Section 3.05.	Deposit of Redemption Price	45
Section 3.06.	Securities Redeemed in Part	45
Section 3.07.	Optional Redemption	45
Section 3.08.	No Sinking Fund	46
Section 3.09.	Repurchase Offers	46
ARTICLE IV Covenants		49
Section 4.01.	Payment of Securities	49
Section 4.02.	Reports	49
Section 4.03.	Incurrence of Debt and Issuance of Preferred Stock	50
Section 4.04.	Restricted Payments	53

i

		Page
Section 4.05.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	57
Section 4.06.	Asset Sales	59
Section 4.07.	Transactions with Affiliates	61
Section 4.08.	Change of Control	63
Section 4.09.	Compliance Certificates	63
Section 4.10.	Limitation on Designations of Unrestricted Subsidiaries	63
Section 4.11.	Liens	64
Section 4.12.	Additional Security Guarantees	64
Section 4.13.	Business Activities	65
Section 4.14.	Payments for Consent	65
Section 4.15.	Taxes	65
Section 4.16.	Corporate Existence	66
ARTICLE V Successor Issuer		66
Section 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer	66
Section 5.02.	Merger or Consolidation of a Guarantor	67
ARTICLE VI Defaults and Remedies		68
Section 6.01.	Events of Default and Remedies	68
Section 6.02.	Acceleration	70
Section 6.03.	Other Remedies	70
Section 6.04.	Waiver of Past Defaults	71
Section 6.05.	Control by Majority	71
Section 6.06.	Limitation on Suits	71
Section 6.07.	Rights of Holders to Receive Payment	71
Section 6.08.	Collection Suit by Trustee	72
Section 6.09.	Trustee May File Proofs of Claim	72
Section 6.10.	Priorities	72
Section 6.11.	Undertaking for Costs	72
Section 6.12.	Waiver of Stay or Extension Laws	73
ARTICLE VII Trustee		73
Section 7.01.	Duties of Trustee	73
Section 7.02.	Rights of Trustee	74
Section 7.03.	Individual Rights of Trustee	75
Section 7.04.	Trustee’s Disclaimer	75
Section 7.05.	Notice of Defaults	76
Section 7.06.	Reports by Trustee to Holders	76
Section 7.07.	Compensation and Indemnity	76
Section 7.08.	Replacement of Trustee	77
Section 7.09.	Successor Trustee by Merger, Etc.	78

ii

		Page
Section 7.10.	Eligibility; Disqualification	78
Section 7.11.	Preferential Collection of Claims Against Issuer	78
ARTICLE VIII Discharge of Indenture; Defeasance		79
Section 8.01.	Legal Defeasance and Covenant Defeasance	79
Section 8.02.	Conditions to Legal or Covenant Defeasance	80
Section 8.03.	Satisfaction and Discharge of Indenture	81
Section 8.04.	Deposited Money and Government Notes to be Held in Trust; Other Miscellaneous Provisions	82
Section 8.05.	Repayment to Issuer	82
Section 8.06.	Reinstatement	83
ARTICLE IX Amendments		83
Section 9.01.	Without Consent of Holders	83
Section 9.02.	With Consent of Holders	84
Section 9.03.	Compliance with Trust Indenture Act	85
Section 9.04.	Revocation and Effect of Consents and Waivers	85
Section 9.05.	Notation on or Exchange of Securities	85
Section 9.06.	Trustee to Sign Amendments	85
ARTICLE X Subordination of Holdings’ Security Guarantee		86
Section 10.01.	Agreement to Subordinate	86
Section 10.02.	Liquidation, Dissolution, Bankruptcy	86
Section 10.03.	Default on Designated Senior Debt	86
Section 10.04.	When Distribution Must Be Paid Over	87
Section 10.05.	Subrogation	87
Section 10.06.	Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate	88
Section 10.07.	Subordination May Not Be Impaired By Issuer	88
Section 10.08.	Rights of Trustee	88
Section 10.09.	Distributions and Notices to, and Notices and Consents by, Representatives of Holders of Senior Debt	88
Section 10.10.	Trust Moneys Not Subordinated; Payments in Permitted Junior Securities	88
Section 10.11.	Trustee Entitled to Rely	89
Section 10.12.	Trustee to Effectuate Subordination	89
Section 10.13.	Trustee Not Fiduciary for Holders of Senior Debt	89
Section 10.14.	Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver	89
Section 10.15.	Trustee’s Compensation Not Prejudiced	90

iii

		Page
ARTICLE XI Security Guarantees		90
Section 11.01.	Security Guarantees	90
Section 11.02.	Limitation on Liability; Release	92
Section 11.03.	Successors and Assigns	92
Section 11.04.	No Waiver	93
Section 11.05.	Modification	93
ARTICLE XII Miscellaneous		93
Section 12.01.	Trust Indenture Act Controls	93
Section 12.02.	Notices	93
Section 12.03.	Communication by Holders with Other Holders	94
Section 12.04.	Certificate and Opinion as to Conditions Precedent	94
Section 12.05.	Statements Required in Certificate or Opinion	94
Section 12.06.	When Securities Disregarded	95
Section 12.07.	Rules by Trustee, Paying Agent and Registrar	95
Section 12.08.	Legal Holidays	95
Section 12.09.	GOVERNING LAW	95
Section 12.10.	No Recourse Against Others	95
Section 12.11.	Successors	95
Section 12.12.	Multiple Originals	95
Section 12.13.	Table of Contents; Headings	96
Section 12.14.	Severability	96
Section 12.15.	No Adverse Interpretation of Other Agreements	96

EXHIBITS
EXHIBIT A	FORM OF SECURITY
EXHIBIT B	RESTRICTED LEGEND
EXHIBIT C	DTC LEGEND
EXHIBIT D	REGULATION S CERTIFICATE
EXHIBIT E	RULE 144A CERTIFICATE
EXHIBIT F	INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE
EXHIBIT G	CERTIFICATE OF BENEFICIAL OWNERSHIP
EXHIBIT H	TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND

iv

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310  (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N/A
(a)(4)	N/A
(b)	7.08; 7.10
(c)	N/A
311  (a)	7.11
(b)	7.11
(c)	N/A
312   (a)	2.05
(b)	12.03
(c)	12.03
313  (a)	7.06
(b)(1)	N/A
(b)(2)	7.06
(c)	12.02
(d)	7.06
314  (a)	4.02; 4.09
(b)	N/A
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	12.04
(d)	N/A
(e)	12.05
(f)	N/A
315  (a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316  (a) (last sentence)	12.06
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N/A
(b)	6.07
317  (a)(1)	6.08
(a)(2)	6.09
(b)	2.03
318  (a)	12.01

N/A means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

v

INDENTURE dated as of March 31, 2005, among ATD MERGERSUB, INC., a Delaware corporation (the “Issuer”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (together with its successors, “Holdings”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (or any successor trustee, the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Issuer’s Senior Floating Rate Notes due 2012 issued on the Issue Date, (ii) any Additional Securities (as defined herein) that may be issued on any other issue date and (iii) if and when issued as provided in a Registration Rights Agreement, the Issuer’s Senior Floating Rate Notes due 2012 issued in a Registered Exchange Offer (as defined below) in exchange for any Securities referred to in clause (i) or (ii):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Acquired Debt” means, with respect to any specified Person:

(1) Debt of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Debt incurred in connection with, or in contemplation of, such other Person’s merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Debt secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in a Registration Rights Agreement.

“Additional Securities” means any Securities issued under this Indenture in addition to the Initial Securities, including any Exchange Securities issued in exchange for such Additional Securities, having the same terms in all respects as the Initial Securities except that interest will accrue on the Additional Securities from their issue date.

“Affiliate” of any specified Person means:

(1) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person;

(2) any other Person that owns, directly or indirectly, 10% or more of such specified Person’s Voting Stock; or

(3) solely for purposes of the definition of “Initial Control Group,” any Person who is a director or officer of (a) such Person, (b) any Subsidiary of such Person or (c) any Person described in clause (1) or (2) above.

For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or Authenticating Agent.

“Agent Member” means a member of, or a participant in, the Depositary.

“Amended and Restated Credit Facility” means the Fourth Amended and Restated Loan and Security Agreement expected to be dated on or about the Issue Date among American Tire Distributors, Inc., certain other co-borrowers party thereto and the financial institutions named therein, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise).

“Applicable Eurodollar Rate” means, for each quarterly period during which any Security is outstanding subsequent to the initial quarterly period beginning on the Issue Date and ending June 30, 2005, the rate determined by the Issuer (notice of such rate to be sent to the Trustee by the Issuer on the date of determination thereof) equal to the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such quarterly period; provided that, if no such British Bankers’ Association LIBOR rate is available to the Issuer, the Applicable Eurodollar Rate for the relevant quarterly period shall instead be the rate at which Banc of America Securities LLC or one of its affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market for a period of three months at approximately 11:00 a.m. (London time) two business days prior to the first day of such quarterly period, in amounts equal to $1.0 million.

“Applicable Premium” means, with respect to any Security at any redemption date, the greater of (i) 1.0% of the principal amount of such Security or (ii) the excess of (A) the present value at such time of (1) the redemption price of such Security at April 1, 2007 (such redemption price being set forth in the table in Section 3.07(a)) plus (2) all required interest payments (calculated assuming that the Applicable Eurodollar Rate in effect on the date of such redemption is in effect at all times until April 1, 2007) due on such Security through April 1, 2007 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security.

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“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including by way of merger or consolidation or a sale and leaseback); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole shall be governed by Section 5.01 or 5.02 and not by Section 4.06, and

(2) the issue or sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests of any of the Issuer’s Subsidiaries (other than director’s qualifying shares),

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions that have a fair market value in excess of, or for Net Proceeds in excess of $5.0 million.

Notwithstanding the foregoing, the following shall not be Asset Sales:

(a) a transfer of assets or an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary or a transfer of assets by the Issuer to a Restricted Subsidiary;

(b) a Restricted Payment or Permitted Investment that is permitted by Section 4.04 (including any formation of or contribution of assets to a Subsidiary or joint venture);

(c) any disposition of property or assets (including inventory and accounts receivable) of the Issuer or any of its Subsidiaries in the ordinary course of business, or that in the reasonable judgment of the Issuer, have become uneconomic, obsolete or worn out;

(d) the disposition of Cash Equivalents or cash;

(e) the sale or factoring of receivables or related assets (or a fractional undivided interest therein) on customary market terms pursuant to Credit Facilities or in a Qualified Receivables Transaction but only if the proceeds thereof received by the Issuer and its Restricted Subsidiaries, in the judgment of the Board of Directors, represent the fair market value of such receivables and other assets (net of customary discounts); and

(f) the sale or other disposition of Equity Interests of, or other Investments in, an Unrestricted Subsidiary.

“Authenticating Agent” refers to a Person engaged to authenticate the Securities in the stead of the Trustee.

“Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” or “group”, as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to

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acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition and (ii) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more members of the Initial Control Group (or one or more members of the Initial Control Group are deemed to share beneficial ownership with one or more other persons of any shares of Capital Stock), (a) such “group” shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group forming a part of such group and (b) any person (other than a member of the Initial Control Group) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group that is a part of such group (or in which such person shares beneficial ownership).

“Berkshire Partners” means Berkshire Partners LLC.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or (except if used in the definition of “Change of Control”) any authorized committee of the Board of Directors of such Person;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of any date, an amount equal to the sum of:

(1) 85% of the aggregate book value of all accounts receivable of the Issuer and its Restricted Subsidiaries; and

(2) 65% of the aggregate book value of all inventory owned by the Issuer and its Restricted Subsidiaries;

all calculated on a consolidated basis in accordance with GAAP.

To the extent that information is not available as to the amount of accounts receivable or inventory as of a specific date, the Issuer shall use the most recent available information for purposes of calculating the Borrowing Base.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York State or the state in which the Corporate Trust Office is located are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. The Stated Maturity of any Capital Lease Obligation is the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

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“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(3) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

(2) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank or trust company having capital and surplus in excess of $300 million;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above or whose unsecured long-term Debt is rated not less than “A” by S&P or “A2” by Moody’s at the time such Investment is made or any Affiliate of any such financial institution;

(4) commercial paper rated “A2” or better by S&P or “P2” or better by Moody’s and in each case maturing within one year after the date of acquisition;

(5) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P;

(6) Debt with a rating of “A” or higher from S&P or “A2” or higher from Moody’s having a maturity not more than one year from the date of acquisition; and

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1)-(6) above.

“Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit G.

“Certificated Security” means a Security in registered individual form without interest coupons.

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“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Initial Control Group, becomes the Beneficial Owner, directly or indirectly (whether as a result of the issuance of securities of the Issuer or Holdings, as the case may be, any merger, consolidation, liquidation or dissolution of the Issuer or Holdings, as the case may be, any direct or indirect transfer of securities by the Initial Control Group or otherwise), of more than 50% of the total voting power of the Voting Stock of the Issuer or Holdings as the case may be, and the Initial Control Group does not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Issuer or Holdings, as the case may be;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” other than a member of the Initial Control Group;

(3) at any time after the first public offering of common stock of the Issuer or Holdings, as the case may be, any person other than the Initial Control Group (or their designated board members), (a)(i) nominates one or more individuals for election to the Board of Directors of the Issuer or Holdings, as the case may be, which individuals have not been approved for election by the Initial Control Group or a vote by the majority of the Board of Directors then in office and (ii) solicits proxies, authorizations or consents in connection therewith and (b) such number of nominees elected to serve on the Board of Directors in such election and all previous elections after the Issue Date and not so approved represents a majority of the Board of Directors of the Issuer or Holdings as the case may be, following such election; or

(4) Holdings ceases to beneficially own, directly or indirectly, all of the Equity Interests of the Issuer (other than as a result of a merger, consolidation or transfer of all or substantially all the Issuer’s assets permitted by Section 5.01).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Commodity Hedging Agreements” means any futures contract or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in commodities prices.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) plus, without duplication, to the extent deducted in computing such Consolidated Net Income:

(a) Consolidated Interest Expense (including, without duplication, interest expense of Holdings to the extent related to the Holdings Notes) and the amortization of deferred financing costs of such Person and its Restricted Subsidiaries for such period;

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(b) provision for taxes based on income, profits or capital (including franchise taxes) of such Person and its Restricted Subsidiaries for such period;

(c) depreciation and amortization expense, including amortization of inventory write-up under SFAS 141, amortization or write-off of intangibles (including goodwill and the non-cash costs of Interest Rate Agreements, Commodity Hedging Agreements or Currency Agreements, license agreements and non-competition agreements) and non-cash amortization of Capital Lease Obligations;

(d) expenses and charges related to any equity offering, incurrence of Debt, Investment or acquisition or divestiture (including any such expenses or charges relating to the Transactions);

(e) the amount of any restructuring or unusual charge or reserve;

(f) any non-cash charge or expense (excluding any such non-cash expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period), including unrealized gains (or less any losses) from hedging, foreign currency or commodities translations and transactions and any write-downs, write-offs, and other non-cash charges, items and expenses;

(g) the amount of any expense relating to any minority interest of Restricted Subsidiaries,

(h) expenses consisting of internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP;

(i) with respect to periods prior to the Issue Date, all items reflected in the calculation of Adjusted EBITDA set forth in footnote five to the section entitled “Summary Historical and Unaudited Pro Forma Consolidated Financial Data” in the Offering Memorandum; and

(j) costs of surety bonds in connection with financing activities;

(2) minus any cash payment for which a reserve or charge of the kind described in clauses (f) or (g) of subclause (1) above was taken during such period.

“Consolidated Coverage Ratio” means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period. In the event that (i) the Issuer or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Debt (other than revolving credit borrowings or revolving advances under any Qualified Receivables Transaction) or issues or redeems Preferred Stock or (ii) any Qualified

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Holdco Debt of Holdings or the Holdings Notes are incurred, assumed or redeemed, in each case subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Coverage Ratio is made (the “Calculation Date”), then the Consolidated Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Debt, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter reference period, provided that no pro forma effect shall be given to the incurrence of any Permitted Debt incurred on the Calculation Date or the discharge on the Calculation Date of any Debt from the proceeds of any such Permitted Debt.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, and discontinued operations determined in accordance with GAAP on or prior to the Calculation Date, shall be given effect on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations or discontinued operations (and the reduction or increase of any associated Consolidated Interest Expense, and the change in Consolidated Cash Flow, resulting therefrom, including as a result of any Pro Forma Cost Savings) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger or consolidation or discontinued an operation, that would have required adjustment pursuant to this definition, then the Consolidated Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a financial or accounting officer of the Issuer. If any Debt to which pro forma effect is given bears interest at a floating rate, the interest expense on such Debt shall be calculated as if the rate in effect on the Calculation Date had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement in effect on the Calculation Date). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated net interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest expense, the interest component of any deferred

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payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings or any Qualified Receivables Transaction, and net payments (if any) pursuant to Hedging Obligations relating to Interest Rate Agreements or Currency Agreements with respect to Debt, excluding, however, (a) amortization or write-off of debt issuance costs, commissions, fees and expenses and (b) any transaction fees and charges;

(2) the consolidated capitalized interest of such Person and its Restricted Subsidiaries for that period, whether paid or accrued;

(3) any interest expense on Debt of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries or any series of preferred stock of any of its Restricted Subsidiaries (other than Guarantors), other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Equity Interests) or to the Issuer or a Restricted Subsidiary of the Issuer; and

(5) in the case of the Issuer, any interest expense of Holdings to the extent related to Qualified Holdco Debt or the Holdings Notes and, without duplication, the amount of any dividends made to Holdings pursuant to clause (8) under Section 4.04(b) during the applicable period;

in each case, determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (without duplication); provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Restricted Subsidiary of such Person and the net losses of any such Person shall only be included to the extent funded with cash from the Issuer or any Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary (other than a Foreign Restricted Subsidiary) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, prohibited by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction with respect to the payment of dividends has been waived;

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(3) the cumulative effect of a change in accounting principles shall be excluded (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP);

(4) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Issuer or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Issuer (other than Disqualified Stock);

(5) to the extent deducted in determining Net Income, the (a) fees, expenses and other costs incurred in connection with the Transactions on or about the Issue Date, in each case, to the extent that such fee, expense, cost or payment is disclosed in the Offering Memorandum, (b) any amortization or write-off of goodwill or other intangible assets and (c) any increased depreciation or amortization expense or one-time non-cash charges arising solely from the Transactions or any acquisition consummated after the Issue Date (or resulting from purchase accounting in connection therewith) shall in each case be excluded;

(6) any net after tax gain or loss from discontinued operations and any net after tax gain or loss on disposal of discontinued operations shall be excluded; and

(7) in the case of the Issuer, any interest expense of Holdings to the extent related to the Holdings Notes shall be deducted therefrom.

“Corporate Trust Office” means the office of the Trustee specified in Section 12.02 or any other office specified by the Trustee from time to time pursuant to such Section.

“Credit Facilities” means, with respect to the Issuer and its Restricted Subsidiaries, one or more debt facilities (including the Amended and Restated Credit Facility), receivables facilities (including all Qualified Receivables Transactions) or commercial paper facilities with banks, insurance companies or other institutional lenders providing for revolving credit loans, term loans, notes, factoring or other receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables) or letters of credit or other credit facilities, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which the Issuer or any Restricted Subsidiary is a party or of which it is a beneficiary.

“Debt” means, with respect to any Person (without duplication):

(1) any indebtedness of such Person, whether or not contingent,

(a) in respect of borrowed money; or

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(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances; or

(c) representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than six months after the date of purchase thereof), except any such balance that constitutes an accrued expense or trade payable; or

(d) representing any Hedging Obligations,

if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(2) all indebtedness under clause (1) of other Persons secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) provided that the amount of indebtedness of such Person shall be the lesser of:

(a) the fair market value of such asset at such date of determination; and

(b) the amount of such indebtedness of such other Persons;

(3) to the extent not otherwise included, the Guarantee by such Person of any Debt under clause (1) of any other Person; and

(4) any Disqualified Stock of such Person,

provided, however, that Debt shall not include:

(a) obligations of the Issuer or any of its Restricted Subsidiaries arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that:

(i) such obligations are not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (i)); and

(ii) the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition,

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(b) (i) obligations under (or constituting reimbursement obligations with respect to) letters of credit, performance bonds, surety bonds, appeal bonds, completion guarantees or similar instruments issued in connection with the ordinary course of a Permitted Business and not in connection with the incurrence of Debt for borrowed money, including letters of credit in respect of workers’ compensation claims, security or lease deposits and self-insurance; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing, and (ii) obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of day-light overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such obligations are extinguished within three Business Days of incurrence; or

(c) customer deposits in the ordinary course of business.

Except as otherwise expressly provided in this definition, or in the definition of “Disqualified Stock” the amount of any Debt outstanding as of any date shall be:

(1) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(2) with respect to any Hedging Obligation, the net amount payable if such Hedging Obligation terminated at that time due to default by such Person;

(3) the accreted value thereof, in the case of any Debt issued at a discount to par; or

(4) except as provided above, the principal amount or liquidation preference thereof, in the case of any other Debt.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Depositary” means the depositary of each Global Security, which will initially be DTC.

“Designated Senior Debt” means:

(1) any Debt outstanding under the Amended and Restated Credit Facility;

(2) the Holdings Notes; and

(3) any other Senior Debt permitted under this Indenture, the principal amount of which is $20.0 million or more and that has been designated by Holdings as “Designated Senior Debt.”

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“Disqualified Equity Interests” means Disqualified Stock and all warrants, options or other rights to acquire Disqualified Stock (but excluding any debt security that is convertible into, or exchangeable for, Disqualified Stock).

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities; or

(2) convertible into or exchangeable at the option of the holder thereof at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities for Capital Stock referred to in clause (1) above or Debt.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Issuer or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04; and (C) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Issuer (or any of its Restricted Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time if, in the case of Capital Stock of the Issuer or any of its Restricted Subsidiaries, the terms of such Capital Stock provide that the Issuer or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04.

For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Issuer other than a Foreign Restricted Subsidiary.

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“DTC” means The Depository Trust Company, a New York corporation, and its successors.

“DTC Legend” means the legend set forth in Exhibit C.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Offer” means an offer by the Issuer to the Holders of any Initial Securities to exchange outstanding Securities for Exchange Securities, as provided for in a Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

“Exchange Securities” means the Securities of the Issuer issued pursuant to this Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Securities or any Initial Additional Securities in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Securities or any Initial Additional Securities (except that (i) such Exchange Securities will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

“Excluded Cash Contributions” means net cash proceeds or cash contributions designated as such pursuant to Section 4.04(b)(2).

“Existing Debt” means Debt of the Issuer and its Restricted Subsidiaries (other than Debt under the Amended and Restated Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“Fixed Rate Notes” means the Issuer’s 10 3/4% Senior Notes due 2013 to be issued on the Issue Date and any securities issued in exchange therefor pursuant to a registration rights agreement.

“Foreign Restricted Subsidiary” means any direct or indirect Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP as in effect as of the Issue Date.

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“Global Security” means a Security in registered global form without interest coupons.

“Government Notes” means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Goodyear” means The Goodyear Tire & Rubber Company.

“Greenbriar” means Greenbriar Equity Group LLC.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Debt.

“Guarantors” means:

(1) Holdings;

(2) each of the Issuer’s Domestic Restricted Subsidiaries on the Issue Date, other than any Immaterial Subsidiaries;

(3) each Restricted Subsidiary that executes and delivers a Security Guarantee after the Issue Date; and

(4) their respective successors and assigns,

in each case until released from its Security Guarantee in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Interest Rate Agreements, Currency Agreements or Commodity Hedging Agreements.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Holding Company” means Holdings (or any successor by merger or consolidation to Holdings) or any other direct or indirect parent of the Issuer.

“Holdings Notes” means Holdings’ 13% Senior Discount Notes due 2012 to be issued on the Issue Date and any securities issued in exchange therefor pursuant to a registration rights agreement.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $1,000,000 and whose total revenues for the most recent 12 month period do not exceed $1,000,000; provided that a Restricted Subsidiary shall not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Debt of the Issuer or any Guarantor. An Immaterial

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Subsidiary shall remain an Immaterial Subsidiary (and shall not be deemed to have ceased to be such) until the earlier of (i) 45 days after the last day of any fiscal quarter on which such Subsidiary no longer qualifies as such or (ii) the date on which financial statements become available showing that such Subsidiary no longer qualifies as such as of the date of such financial statements.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Initial Additional Securities” means Additional Securities issued in an offering not registered under the Securities Act and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

“Initial Control Group” means Investcorp, its Affiliates, Berkshire Partners, its Affiliates, Greenbriar and its Affiliates and any Person acting in the capacity of an underwriter or initial purchaser in connection with a public or private offering of the Issuer’s or Holdings’ Capital Stock.

“Initial Purchasers” means (i) in the case of the Initial Securities, Banc of America Securities LLC, Credit Suisse First Boston LLC and Wachovia Securities LLC and (ii) in the case of any Additional Securities, the initial purchasers thereof.

“Initial Securities” means the Securities issued on the Issue Date and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, repurchase agreement, futures contract or other financial agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in interest rates.

“Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit F hereto.

“Investcorp” means Investcorp S.A., a Luxembourg société anonyme.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding Guarantees of Debt not otherwise prohibited from being incurred under this Indenture), advances or capital contributions (excluding commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing plan contributions made in the ordinary course of business), and purchases or other acquisitions for consideration of Debt, Equity Interests or other securities. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed, as determined in good faith by the Board of Directors of the Issuer.

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“Issue Date” means the date on which the Initial Securities are first issued under this Indenture.

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Merger Agreement” means the Amended and Restated Agreement and Plan of Merger among Holdings, Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as Stockholders’ Representative, and the Issuer as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any Person and any period, the unconsolidated net income (or loss) of such Person for such period, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends of such Person, excluding, however:

(1) any extraordinary or non-recurring gains or losses or charges (with all one-time fees, expenses and payments made on or about the Issue Date in connection with the Transactions and disclosed in the Offering Memorandum being deemed non-recurring for this purpose); any gains or losses or charges from the sale of assets outside the ordinary course of business; and any losses or charges constituting amortization of annual management fees to the extent that such fees were prepaid in cash on or about the Issue Date as disclosed in the Offering Memorandum, in each case together with any related provision for taxes on such gain or loss or charges; and

(2) deferred financing costs written off in connection with the early extinguishment of Debt.

“Net Proceeds” means the aggregate cash proceeds or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees, and brokerage and sales commissions) and any relocation, redundancy and closing costs incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts applied to the repayment of principal, premium, if any, and interest on Debt of the Issuer and its Restricted Subsidiaries that is not subordinated to the Securities and required (other than as required by Section 4.06(b)(1) or 4.06(c)(2)) to be paid as a result of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any deduction of appropriate amounts to be provided by the Issuer and its Restricted Subsidiaries as a reserve in accordance with GAAP

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against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Issuer and its Restricted Subsidiaries after such Asset Sale, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Asset Sale.

“Non-Recourse Debt” means Debt:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt (other than the Securities) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they shall not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries;

provided that, notwithstanding the foregoing, the Issuer and any of its other Subsidiaries that sell receivables to the Person incurring such Debt shall be allowed to provide such representations, warranties, covenants and indemnities as are customarily required in such transactions so long as no such representations, warranties, covenants or indemnities constitute a Guarantee of payment or recourse against credit losses.

“Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Offering Memorandum” means the offering memorandum dated March 23, 2005 relating to the sale of $140,000,000 aggregate principal amount of Initial Securities, $150,000,000 aggregate principal amount of Fixed Rate Notes and $51,480,000 aggregate principal amount at maturity of Holdings Notes.

“Officers” means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the Trustee.

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“Officers’ Certificate” means a certificate signed by two Officers.

“Offshore Global Security” means a Global Security representing Securities issued and sold pursuant to Regulation S.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers’ Certificate, without any independent investigation.

“Pari Passu Debt” means any unsubordinated Debt of the Issuer or any Subsidiary Guarantor, other than Secured Debt.

“Payment” means, for purposes of Article X and with respect to the Securities and Security Guarantees, any payment, whether in cash or other assets or property, of interest, principal, premium, or any other amount on, of or in respect of the Securities, any other acquisition of Securities and any deposit into the trust described in Article VIII. The verb “pay” has a correlative meaning.

“Permanent Offshore Global Security” means an Offshore Global Security that does not bear the Temporary Offshore Global Security Legend.

“Permitted Business” means the businesses conducted by the Issuer and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

“Permitted Investments” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary (including in any Equity Interests of a Restricted Subsidiary);

(2) any Investment in (a) cash or Cash Equivalents or (b) to the extent determined by the Issuer in good faith to be necessary for local currency working capital requirements of a Foreign Restricted Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Restricted Subsidiary having such requirements;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any securities or assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.06 or in connection with any disposition of assets not constituting an Asset Sale (except for dispositions exempt from such definition pursuant to clause (b) of the exceptions thereto);

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(5) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of any Holding Company;

(6) any Investments relating to a Receivables Subsidiary;

(7) loans or advances to employees and officers (or loans to Holdings, the proceeds of which are used to make loans or advances to employees or officers, or guarantees of third-party loans to employees or officers) in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $1.0 million;

(8) stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of debts (whether pursuant to a plan of reorganization or similar arrangement);

(9) any Investment existing on the Issue Date;

(10) Investments in Interest Rate Agreements, Currency Agreements and Commodity Hedging Agreements not otherwise prohibited under this Indenture;

(11) Investments in split dollar life insurance policies on officers and directors of the Issuer and its Subsidiaries in the ordinary course of business;

(12) receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Issuer or Restricted Subsidiary deems reasonable);

(13) any Investment in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(14) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Junior Securities” means:

(1) Equity Interests in Holdings; or

(2) debt securities of Holdings that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, Holdings’ Security Guarantee are subordinated to Senior Debt under this indenture.

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“Permitted Liens” means:

(1) Liens securing Debt (including Debt arising from a Qualified Receivables Transaction) that is permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt” (and Obligations in respect thereof) and/or securing Hedging Obligations related thereto;

(2) Liens in favor of the Issuer or any Restricted Subsidiary;

(3) Liens on property (i) existing at the time of acquisition thereof or (ii) of a Person existing at the time such Person is merged into or consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or those of the Person so acquired (including through merger or consolidation);

(4) Liens that secure Debt of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer and not incurred in contemplation thereof, provided that such Liens do not extend to any assets other than those of the Person that became a Restricted Subsidiary of the Issuer;

(5) banker’s Liens, rights of setoff and Liens to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Debt (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of any property, in each case covering only the assets acquired, constructed or improved with such Debt or the Capital Stock of any Person owning such assets; provided that such Debt is incurred within 180 days after the date of such purchase or completion of such construction or improvement;

(7) Liens existing on the Issue Date (not otherwise constituting Permitted Liens);

(8) Liens on accounts receivables and related assets incurred in connection with a Qualified Receivables Transaction;

(9) (A) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and (B) Liens for taxes, assessments or governmental charges or claims, in each case, that are not yet due or delinquent or that are bonded, as the case may be, or that are being contested in good faith and by appropriate proceedings provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

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(10) Liens, pledges or deposits in connection with (A) workmen’s compensation obligations and general liability exposure of the Issuer and its Restricted Subsidiaries and (B) unemployment insurance and other social security legislation;

(11) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit;

(12) (A) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary of the Issuer has easement rights or on any real property leased by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (B) any condemnation or eminent domain proceedings affecting any real property;

(13) Liens arising by reason of a judgment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;

(14) Liens (a) on assets or properties subject to a Permitted Lien securing Debt permitted by this Indenture to be incurred, securing Interest Rate Agreements in respect of such Debt or (b) securing Hedging Obligations entered into in the ordinary course of business;

(15) extensions, renewals or replacements of any Liens referred to in clauses (3), (4), or (6) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the amount secured by such Lien is not increased;

(16) any provision for the retention of title to an asset by the vendor or transferor of such asset if such asset is acquired by the Issuer or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(17) Liens on Capital Stock of Unrestricted Subsidiaries;

(18) Liens on any escrow account used in connection with pre-funding Permitted Refinancing Debt in accordance with the definition thereof;

(19) Liens on the deposit of funds to redeem the Series D 10% Senior Notes due 2008 outstanding on the Issue Date issued pursuant to the Indenture, dated as of December 1, 1998, among the Issuer, the subsidiary guarantors named therein and Wachovia Bank, National Association (as successor to First Union National Bank), as trustee; and

(20) other Liens securing Debt in an aggregate principal amount outstanding not to exceed 5.0% of Total Assets at the time of incurrence.

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“Permitted Refinancing Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Debt of the Issuer or any of its Restricted Subsidiaries incurred in compliance with this Indenture; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Debt so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable premium and fees and expenses incurred in connection therewith);

(2) principal payments required under such Permitted Refinancing Debt have a Stated Maturity no earlier than the earlier of

(i) the Stated Maturity of those under the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(ii) the maturity date of the Securities;

(3) in the case of term Debt, such Permitted Refinancing Debt has a Weighted Average Life to Maturity equal to or greater than the lesser of

(i) the Weighted Average Life to Maturity of the Debt being extended, refinanced, renewed, replaced, defeased or refunded and

(ii) the Weighted Average Life to Maturity of the Securities;

(4) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Securities, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Securities on terms at least as favorable to the holders of the Securities as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(5) such Debt is incurred either by the Issuer or any Guarantor or by the Restricted Subsidiary who is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded.

The Issuer or any Restricted Subsidiary may incur Permitted Refinancing Debt not more than six months prior to the application of the proceeds thereof to repay the Debt to be refinanced; provided that upon the incurrence of such Permitted Refinancing Debt (i) the Issuer shall provide written notice thereof to the Trustee, specifically identifying the Debt to be refinanced with Permitted Refinancing Debt and (ii) the Issuer shall deposit the net proceeds of such issuance in escrow for the benefit of the holders of the Debt to be refinanced.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof) or any other entity.

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“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Pro Forma Cost Savings” means with respect to any reference period ended on or before any date of determination (the “Calculation Date”), the pro forma effect of any cost savings that (1) are attributable to any Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations, (2) either (a) have been calculated on a basis consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the Issue Date or (b) have begun to be implemented on the Calculation Date or have been identified and approved by the Board of Directors and are reasonably expected to begin to be implemented within six months following the date of such Investment, acquisition, disposition, merger, consolidation or discontinued operations and (3) are determined based on a supportable, good faith estimate of the principal financial officer of the Issuer, as if all such cost savings had been effected as of the beginning of such reference period, decreased by any incremental expenses (other than capitalized expenses) that are or would be incurred during the reference period in order to achieve such cost savings.

“Qualified Holdco Debt” means any Debt incurred by Holdings (which may be guaranteed by the Issuer or any Restricted Subsidiary to the extent otherwise permitted hereby) (a) the net proceeds of which are contributed to the Issuer within five Business Days of the incurrence (but only so long as such proceeds are not returned to Holdings) or (b) to finance some or all of its acquisition of assets of another Person (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) that is designated by the principal financial officer of the Issuer as Qualified Holdco Debt; provided that (i) in the case of Debt referred to in clause (b), such assets are used or useful in a Permitted Business and are contributed within five Business Days of the acquisition thereof to the Issuer or a Restricted Subsidiary of the Issuer, (ii) at the time such Indebtedness is designated as Qualified Holdco Debt, the Issuer could have incurred such Debt under the Coverage Ratio Exception or as Permitted Debt and (iii) the Holdings Notes issued on the Issue Date shall not constitute Qualified Holdco Debt.

“Qualified Receivables Transaction” means, with respect to any Person, any receivables securitization or factoring program pursuant to which such Person receives proceeds pursuant to a sale, pledge or other encumbrance of its receivables. A Qualified Receivables Transaction involving the sale, pledge or other encumbrance of receivables of, and the direct or indirect receipt of the proceeds thereof by, the Issuer or any Restricted Subsidiary thereof shall constitute a Qualified Receivables Transaction of the “Issuer” and/or its “Restricted Subsidiaries” whether or not as part of such securitization or factoring program such receivables are initially contributed or otherwise transferred to an Unrestricted Subsidiary of the Issuer (and then resold or encumbered by such Unrestricted Subsidiary).

“Receivables Subsidiary” means a wholly owned Subsidiary of the Issuer which engages in no activities other than in connection with the financing of receivables and related assets which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary (a) no portion of any Debt or any other obligations (contingent or otherwise) of which directly or indirectly, contingently or otherwise, (1) is guaranteed by the Issuer or a Restricted

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Subsidiary of the Issuer (excluding Standard Securitization Undertakings), (2) is recourse to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of the Issuer or a Restricted Subsidiary of the Issuer to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions, and (c) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Issuer and the Initial Purchasers party thereto with respect to the Initial Securities, and (ii) with respect to any Additional Securities, any registration rights agreements between the Issuer and the Initial Purchasers party thereto relating to rights given by the Issuer to the purchasers of Additional Securities to require the Issuer to register such Additional Securities or exchange them for Securities registered under the Securities Act.

“Registered Exchange Offer” means an offer made by the Issuer pursuant to a Registration Rights Agreement and under an effective registration statement under the Securities Act to exchange for outstanding Initial Securities or Additional Securities Exchange Securities substantially identical in all material respects to such Initial Securities or Additional Securities (except for the differences provided for in such offer).

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Certificate” means a certificate substantially in the form of Exhibit D hereto.

“Representative” means any agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Legend” means the legend set forth in Exhibit B.

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” refers to a Restricted Subsidiary of the Issuer.

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“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Issuer and the Trustee to the effect that the Person making such certification (x) is acquiring such Security (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Secured Debt” means any Debt secured by a Lien on assets of the Issuer or any Subsidiary Guarantor.

“Securities” means any securities authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Securities” shall include any Exchange Securities to be issued and exchanged for any Initial Securities pursuant to a Registration Rights Agreement and this Indenture. From and after the issuance of any Additional Securities (but not for purposes of determining whether such issuance is permitted hereunder), “Securities” shall include such Additional Securities for purposes of this Indenture and all Exchange Securities from time to time issued with respect to any such Additional Securities. All Securities, including any such Additional Securities, shall vote together as one series of Securities under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Guarantee” means the unconditional Guarantee by each Guarantor of the Issuer’s Obligations under the Securities, as set forth in Article XI hereof. Any Guarantor that is not a party to this Indenture on the Issue Date shall become a Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to Sections 4.12 and 9.01.

“Securityholder” means Holder.

“Senior Debt” means:

(1) all Debt of Holdings outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) the Holdings Notes;

(3) any other Debt of Holdings (including Acquired Debt), unless the instrument under which such Debt is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Holdings’ Security Guarantee; and

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(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the preceding, Senior Debt shall not include:

(1) any liability for federal, state, local or other taxes owed or owing by Holdings;

(2) any Debt of Holdings to any of Holdings’ Subsidiaries or other Affiliates (other than Debt under a Credit Facility to any Affiliate); or

(3) any trade payables.

“Senior Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer.

“Series B Preferred Stock” means the Series B Preferred Stock of Holdings to be issued on the Issue Date to Goodyear in exchange for the Series B Cumulative Redeemable Preferred Stock of the Issuer owned by Goodyear prior to the Issue Date.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Specified Affiliate Payments” means:

(1) the direct or indirect repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer, or payments to Holdings on account of any such acquisition or retirement for value of any Equity Interests of Holdings, held by any future, present or former employee, director, officer or consultant (that is a natural person) of Holdings or the Issuer (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions or retirements pursuant to this clause (1) (without giving effect to the immediately following proviso) of $6.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer (including by way of capital contribution) after the Issue Date from the sale of Equity Interests of Holdings or the Issuer to employees, directors, officers or consultants of

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Holdings, the Issuer or its Subsidiaries that occurs in such calendar year (it being understood that such cash proceeds shall be excluded from the Restricted Payments Basket) plus

(b) the cash proceeds from key man life insurance policies received by the Issuer and its Restricted Subsidiaries in such calendar year (including proceeds from the sale of such policies to the person insured thereby);

(it being understood that all or any portion of the aggregate amount under (a) and (b) may be applied in any calendar year provided further that cancellation of Debt owing to the Issuer from employees, directors, officers or consultants of the Issuer or any of its Subsidiaries (which Debt was incurred to finance the acquisition of such Equity Interests) in connection with a repurchase of Equity Interests of the Issuer shall not be deemed to constitute a Restricted Payment for purposes of this Indenture); and

(2) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Equity Interests;

(3) the payment of dividends, other distributions or other amounts by the Issuer to Holdings in amounts equal to amounts required for Holdings to pay federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer or any of the Restricted Subsidiaries and at such times as such taxes are due; and

(4) dividends, other distributions or other amounts paid by the Issuer to Holdings (a) in amounts equal to amounts required for Holdings to pay franchise taxes and other expenses required to maintain its corporate existence and provide for other operating costs of up to $1.0 million per fiscal year or (b) to pay, or reimburse Holdings for, the costs, fees and expenses incident to a private placement or public offering of any of the Capital Stock of Holdings, so long as the net proceeds of such offering (if it is completed) are contributed to the Issuer.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or a Restricted Subsidiary which are reasonably customary in a receivables securitization transaction.

“Stated Maturity” means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

“Subordinated Debt” means any Debt of the Issuer or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the Securities issued under this Indenture or the Security Guarantees.

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“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Subsidiary Guarantors” means each of the Issuer’s existing and future Restricted Subsidiaries that execute Security Guarantees.

“Subsidiary Security Guarantee” means a guarantee of a Security by a Subsidiary Guarantor.

“Temporary Offshore Global Security” means an Offshore Global Security that bears the Temporary Offshore Global Security Legend.

“Temporary Offshore Global Security Legend” means the legend set forth in Exhibit H.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture, except as stated in Section 9.03.

“Total Assets” means, at any time, the total consolidated assets of the Issuer and its Restricted Subsidiaries at such time, determined in accordance with GAAP. For the purposes of Section 4.03(b)(4), Total Assets shall be determined giving pro forma effect to the lease, acquisition, construction or improvement of the assets being leased, acquired, constructed or improved with the proceeds of the relevant Debt.

“Transactions” means the transactions contemplated by the Merger Agreement, including the sale of equity interests in Holdings to members of the Initial Control Group, the issuance of the Securities and the Fixed Rate Notes, the issuance of the Holdings Notes, the amendment and restatement of, and borrowings under, the Amended and Restated Credit Agreement, the redemption of the Issuer’s Series D 10% Senior Notes due 2008, Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and the exchange of the Issuer’s Series B Cumulative Redeemable Preferred Stock for Series B Preferred Stock of Holdings.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2007; provided, however, that if the period from the redemption date to April 1, 2007, is not equal to the constant maturity of a United States Treasury security for

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which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Officer” means, when used with respect to the Trustee or Paying Agent, any officer within the corporate trust department of the Trustee or Paying Agent, as applicable, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee or Paying Agent who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer that is designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary,

but only to the extent permissible under Section 4.10.

“U.S. Global Security” means a Global Security that bears the Restricted Legend representing Securities issued and sold pursuant to Rule 144A.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is normally entitled (without regard to the occurrence of any contingency) entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2) the then outstanding principal amount of such Debt.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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SECTION 1.02. Other Definitions.

Term	Defined in Section
Affiliate Transaction	4.07(a)
Asset Sale Offer	3.09(a)
Bankruptcy Law	6.01(c)
Change of Control Offer	3.09(a)
Change of Control Payment	4.08(a)
Covenant Defeasance	8.01(c)
Coverage Ratio Exception	4.03(a)
Custodian	6.01(c)
Designation	4.10(a)
DTC	2.03
Event of Default	6.01(a)
Excess Proceeds	4.06(c)
Guaranteed Obligations	11.01(a)
incur	4.03(a)
Indemnified Party	7.07
Holdings	Preamble
Issuer	Preamble
Legal Defeasance	8.01(b)
Legal Holiday	12.08
nonpayment default	10.03(a)(2)
Offer Amount	3.09(a)(i)(B)
Offer Period	3.09(a)(i)
Paying Agent	2.03
Payment Blockage Notice	10.03(a)(2)
Permitted Debt	4.03(b)
protected purchase	2.04
Purchase Date	3.09(a)(i)(B)
Register	2.11(a)
Registrar	2.03
Repurchase Offer	3.09(a)
Restricted Payments	4.04(a)
Restricted Payments Basket	4.04(a)(iii)
retiring Trustee	7.08
Revocation	4.10(c)
Trustee	Preamble

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SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture, except that Section 316 is expressly excluded, to the maximum extent permissible thereunder. The following TIA terms have the following meanings:

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it, and all accounting definitions shall be made, in accordance with GAAP;

(3) “or” is not exclusive;

(4) “including” means “including without limitation”;

(5) words in the singular include the plural and words in the plural include the singular;

(6) unsecured Debt shall not be deemed to be subordinate or junior to Secured Debt merely by virtue of its nature as unsecured Debt;

(7) all references to “principal” of the Securities include redemption price and purchase price and all references to “interest” on the Securities include Additional Interest, if any; and

(8) all exhibits are incorporated by reference herein and expressly made a part of this Indenture.

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ARTICLE II

THE SECURITIES

SECTION 2.01. Form, Dating and Denominations.

(a) The Securities and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Securities annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Securities may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Issuer is subject, or usage. Each Security will be dated the date of its authentication. The Securities will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.

(b) (1) Except as otherwise provided in paragraph (c), Section 2.12(b)(3), (b)(5), or (c) or Section 2.11(b)(4), each Initial Security or Initial Additional Security (other than a Permanent Offshore Global Security) will bear the Restricted Legend.

(2) Each Global Security, whether or not an Initial Security or Additional Security, will bear the DTC Legend.

(3) Each Temporary Offshore Global Security will bear the Temporary Offshore Global Security Legend.

(4) Initial Securities and Initial Additional Securities offered and sold in reliance on Regulation S will be issued as provided in Section 2.13(a).

(5) Initial Securities and Initial Additional Securities offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Securities offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Securities.

(6) Exchange Securities will be issued, subject to Section 2.11(b), in the form of one or more Global Securities.

(c) (1) If the Issuer determines (upon the advice of counsel and such other certifications and evidence as the Issuer may reasonably require) that a Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Security (or a beneficial interest therein) are effected in compliance with the Securities Act, or

(2) after an Initial Security or any Initial Additional Security is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer, the Issuer may instruct the Trustee to cancel the Security and issue to the Holder thereof (or to its transferee) a new Security of

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like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

(d) By its acceptance of any Security bearing the Restricted Legend (or any beneficial interest in such a Security), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Security (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Security (and any such beneficial interest) only in accordance with this Indenture and such legend.

SECTION 2.02. Execution and Authentication; Exchange Securities; Additional Securities.

(a) An Officer shall execute the Securities for the Issuer by facsimile or manual signature in the name and on behalf of the Issuer. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security will still be valid.

(b) A Security will not be valid until the Trustee manually signs the certificate of authentication on the Security, with the signature conclusive evidence that the Security has been authenticated under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver

(i) Initial Securities for original issue in the aggregate principal amount not to exceed $140,000,000,

(ii) Initial Additional Securities from time to time for original issue in aggregate principal amounts specified by the Issuer, and

(iii) Exchange Securities from time to time for issue in exchange for a like principal amount of Initial Securities or Initial Additional Securities after the following conditions have been met:

(1) Receipt by the Trustee of an Officers’ Certificate specifying

(A) the amount of Securities to be authenticated and the date on which the Securities are to be authenticated,

(B) whether the Securities are to be Initial Securities, Additional Securities or Exchange Securities,

(C) in the case of Initial Additional Securities, that the issuance of such Securities does not contravene any provision of Article IV,

(D) whether the Securities are to be issued as one or more Global Securities or Certificated Securities, and

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(E) other information the Issuer may determine to include or the Trustee may reasonably request.

(2) In the case of Exchange Securities, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Securities or Initial Additional Securities exchanged for Exchange Securities will be cancelled by the Trustee.

SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”) and where notices and demands to or upon the Issuer in respect of the Securities and the Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer initially designates the Corporate Trust Office as such office of the Issuer in accordance with this Section 2.03.

The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA not otherwise excluded hereunder. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either the Issuer or any domestically organized Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities, and the Trustee shall initially be the securities custodian with respect to the Global Securities.

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The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee, provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuer; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

SECTION 2.04. Paying Agent to Hold Money in Trust. By 10:00 a.m. on the Business Day prior to each due date of the principal and interest on any Security, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Wholly Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Issuer in making any such payment within one Business Day thereof. If the Issuer or a Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Any money deposited with any Paying Agent, or then held by the Issuer or a permitted Wholly Owned Restricted Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to the Issuer at its request, or, if then held by the Issuer or a permitted Wholly Owned Restricted Subsidiary, shall be discharged from such trust; and the Securityholders shall thereafter, as general unsecured creditors, look only to the Issuer for payment thereof, and all liability of the Paying Agent with respect to such money, and all liability of the Issuer or such permitted Wholly Owned Restricted Subsidiary as trustee thereof, shall thereupon cease.

SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.06. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the

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Holder (i) notifies the Issuer or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee and the Issuer including evidence of the destruction, loss or theft of the Security. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security including the payment of a sum sufficient to cover any tax or other governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuer.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.07. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 12.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.06, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date, repurchase date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.08. Temporary Securities. Until Certificated Securities and Global Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Certificated Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Certificated Securities or Global Securities, as the case may be, and deliver them in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder.

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SECTION 2.09. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver canceled Securities to the Issuer in accordance with the Trustee’s customary procedures. The Issuer shall not issue new Securities to replace Securities that have been redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.10. CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in “CUSIP” numbers.

SECTION 2.11. Registration, Transfer and Exchange.

(a) The Securities will be issued in registered form only, without coupons, and the Issuer shall cause the Trustee to maintain a register (the “Register”) of the Securities, for registering the record ownership of the Securities by the Holders and transfers and exchanges of the Securities.

(b) (1) Each Global Security will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(2) Each Global Security will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as set forth in Section 2.11(b)(4) and (ii) transfers of portions thereof in the form of Certificated Securities may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.12.

(3) Agent Members will have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

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(4) If (x) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for a Global Security and a successor depositary is not appointed by the Issuer within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Security for one or more Certificated Securities in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Security will be deemed canceled. If such Security does not bear the Restricted Legend, then the Certificated Securities issued in exchange therefor will not bear the Restricted Legend. If such Security bears the Restricted Legend, then the Certificated Securities issued in exchange therefor will bear the Restricted Legend.

(c) Each Certificated Security will be registered in the name of the Holder thereof or its nominee.

(d) A Holder may transfer a Security (or a beneficial interest therein) to another Person or exchange a Security (or a beneficial interest therein) for another Security or Securities of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.12. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for such purpose; provided that

(x) no transfer or exchange will be effective until it is registered in such register; and

(y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Security for a period of 15 days before a selection of Securities to be redeemed or purchased pursuant to a Repurchase Offer, (ii) to register the transfer of or exchange any Security so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Security not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to a Repurchase Offer is to occur after a regular record date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Security on or after the regular record date and before the date of redemption or purchase. Prior to the registration of any transfer, the Issuer, the Trustee and their agents will treat the Person in whose name the Security is registered as the owner and Holder thereof for all purposes (whether or not the Security is overdue), and will not be affected by notice to the contrary.

From time to time the Issuer will execute and the Trustee will authenticate additional Securities as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

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No service charge will be imposed in connection with any transfer or exchange of any Security, but the Issuer and the Trustee/Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).

(e) (1) Global Security to Global Security. If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

(2) Global Security to Certificated Security. If a beneficial interest in a Global Security is transferred or exchanged for a Certificated Security, the Trustee will (x) record a decrease in the principal amount of such Global Security equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Securities in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(3) Certificated Security to Global Security. If a Certificated Security is transferred or exchanged for a beneficial interest in a Global Security, the Trustee will (x) cancel such Certificated Security, (y) record an increase in the principal amount of such Global Security equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

(4) Certificated Security to Certificated Security. If a Certificated Security is transferred or exchanged for another Certificated Security, the Trustee will (x) cancel the Certificated Security being transferred or exchanged, (y) deliver one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Security (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more Certificated Securities in

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authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

SECTION 2.12. Restrictions on Transfer and Exchange.

(a) The transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.11 and, in the case of a Global Security (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

(b) Subject to paragraph (c), the transfer or exchange of any Security (or a beneficial interest therein) of the type set forth in column A below for a Security (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Security	U.S. Global Security	(1)
U.S. Global Security	Offshore Global Security	(2)
U.S. Global Security	Certificated Security	(3)
Offshore Global Security	U.S. Global Security	(4)
Offshore Global Security	Offshore Global Security	(1)
Offshore Global Security	Certificated Security	(5)
Certificated Security	U.S. Global Security	(4)
Certificated Security	Offshore Global Security	(2)
Certificated Security	Certificated Security	(3)

(1) No certification is required.

(2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required.

(3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Issuer may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Security that does

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not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.

(4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

(5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Security. If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Security, no certification is required and the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.

(c) No certification is required in connection with any transfer or exchange of any Security (or a beneficial interest therein)

(1) after such Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Issuer has provided the Trustee with an Officer’s Certificate to that effect, and the Issuer may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

(2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer.

Any Certificated Security delivered in reliance upon this paragraph will not bear the Restricted Legend.

(d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Security (or a beneficial interest therein), and the Issuer will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

SECTION 2.13. Reg. S Temporary Offshore Global Securities.

(a) Each Security originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Securities that bear the Temporary Offshore Global Security Legend.

(b) An owner of a beneficial interest in a Temporary Offshore Global Security (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be

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exchanged for an equivalent beneficial interest in a Permanent Offshore Global Security, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Security by the amount of such beneficial interest.

(c) Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Security, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Security, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Security by the amount of such beneficial interest.

(d) Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Security shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect of such beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Security or transferred for an interest in another Global Security or a Certificated Security.

SECTION 2.14. Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this paragraph, such manner of payment shall be deemed practicable by the Trustee.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Securities pursuant to Section 3.07, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Section of this Indenture pursuant to which the redemption shall occur.

The Issuer shall give each notice to the Trustee provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to

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the effect that such redemption shall comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 30 days after the date of notice to the Trustee, unless the Trustee otherwise agrees. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 3.02. Selection. If less than all of the Securities are to be redeemed at any time, selection of Securities for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or, if the Securities are not so listed, on a pro rata basis (among the Initial Securities and any Additional Securities, as one class), by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Securities of $1,000 or less shall be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount thereof to be redeemed. On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest ceases to accrue on Securities or portions of them called for redemption.

SECTION 3.03. Notice. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture. Notices of redemption may not be conditional. The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed;

(6) that, unless the Issuer defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Securities pursuant to which the Securities called for redemption are being redeemed;

(8) the CUSIP number, if any, printed on the Securities being redeemed; and

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(9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Issuer’s request (which may be revoked at any time in writing prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the date fixed for redemption and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date; provided that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued and unpaid interest, if any, shall be payable to the Securityholder of the redeemed Securities registered at the close of business on the relevant record date. If mailed in the manner herein, the notice shall be conclusively presumed to have been given whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. By 10:00 a.m. on the Business Day prior to the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on the redemption date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.07. Optional Redemption.

(a) Except as set forth in Section 3.07(b), (c) or (d), the Securities may not be redeemed prior to April 1, 2007. Thereafter, the Securities shall be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2007	102.000	%
2008	101.000	%
2009 and thereafter	100.000	%

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(b) In addition, at any time and from time to time, prior to April 1, 2007, the Issuer may redeem up to 35% of the sum of (1) the original aggregate principal amount of Securities issued on the Issue Date and (2) the original aggregate principal amount of any Additional Securities issued under this Indenture on any issue date, if any, at a redemption price of 100% of the principal amount thereof, plus a premium per $1,000 amount of such Securities equal to the then-current interest rate on the Securities (expressed as a percentage) multiplied by $1,000, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of a public offering of common stock of the Issuer or a public offering of common stock of Holdings, the proceeds of which are contributed as common equity capital to the Issuer; provided that (1) at least 65% of the sum of (a) the original aggregate principal amount of Initial Securities issued under this Indenture and (b) the original aggregate principal amount of Additional Securities, if any, issued under this Indenture, if any, remains outstanding immediately after the occurrence of such redemption; and (2) such redemption shall occur within 90 days of the date of the closing of such public offering.

(c) At any time on or prior to April 1, 2007, the Securities may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a Change of Control (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control). The redemption price will be equal to (i) 100% of the principal amount of the Securities, plus (ii) accrued interest, if any, to the redemption date (subject to the rights of Holders on relevant record dates to receive interest due on the relevant interest payment date), plus (iii) the Applicable Premium, if any.

SECTION 3.08. No Sinking Fund. There shall be no sinking fund for the payment of principal on the Securities to the Securityholders.

SECTION 3.09. Repurchase Offers.

(a) If the Issuer shall be required to commence an offer to all Holders to purchase Securities (a “Repurchase Offer”) pursuant to Section 4.06 (an “Asset Sale Offer”) or pursuant to Section 4.08 (a “Change of Control Offer”), the Issuer shall follow the procedures specified in this Section 3.09:

(i) Within 30 days after (A) a Change of Control (unless (1) the Issuer is not required to make such offer pursuant to Section 4.08(b) or (2) all Securities have been called for redemption pursuant to Section 3.07(a) or (c)) or (B) the date on which the Issuer is required to make an Asset Sale Offer pursuant to Section 4.06, the Issuer shall commence a Repurchase Offer, which shall remain open for a period of at least 20 Business Days following its commencement (the “Offer Period”), by sending a notice to the Trustee and each of the Holders, by first class mail, which notice shall contain all

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instructions and materials necessary to enable the Holders to tender Securities pursuant to such Repurchase Offer. Such notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state:

(A) that the Repurchase Offer is being made pursuant to this Section 3.09 and Section 4.06 or 4.08, as the case may be;

(B) the principal amount of Securities required to be purchased pursuant to Section 4.06, in the case of an Asset Sale Offer, or that the Issuer is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the “Offer Amount”), the purchase price and, that on the date specified in such notice (the “Purchase Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Issuer shall repurchase an Offer Amount of Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable;

(C) that any Security not tendered or accepted for payment shall continue to accrue interest;

(D) that, unless the Issuer defaults in making such payment, Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase Date;

(E) that Holders electing to have a Security purchased pursuant to a Repurchase Offer may elect to have all or any portion of such Security purchased;

(F) that Holders electing to have a Security purchased pursuant to any Repurchase Offer shall be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security, or such other customary documents of surrender and transfer as the Issuer may reasonably request, duly completed, or transfer the Security by book-entry transfer, to the Issuer, the Depositary, or the Paying Agent at the address specified in the notice prior to the Purchase Date;

(G) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, in each case with a copy to the Trustee, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Security purchased;

(H) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the Securities to be purchased on a pro rata basis (based upon the outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Issuer so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased;

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(I) that Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and

(J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

(ii) On (or at the Issuer’s election, before) the Purchase Date, the Issuer shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessary in the case of an Asset Sale Offer, the Securities or portions thereof tendered pursuant to the Repurchase Offer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount have been tendered, or in the case of a Change of Control Offer all Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Issuer. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the Change of Control Payment or the payment due to each respective Holder in respect of the Asset Sale Offer, as applicable, with respect to the Securities tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Security, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Securities so surrendered, provided that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. Any Security not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. On the Purchase Date, all Securities purchased by the Issuer shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer shall be canceled by the Trustee. The Issuer shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Repurchase Offer on its website on the world wide web.

If the Issuer complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Issuer to comply

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with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01.

(b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 3.09, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.09 by virtue thereof.

(c) Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Asset Sale Offer, if the Issuer is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Issuer may be required to purchase pursuant to Section 3.02 and/or 4.06, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional.

(d) Other than as specifically provided in this Section 3.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.09 shall be made pursuant to Sections 3.02 and 3.06.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. (a) The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds by 11:00 a.m., New York City time, in accordance with this Indenture available funds sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture.

(b) The Issuer shall pay interest on overdue principal at the rate and in the manner specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(c) Principal, premium, if any, and interest on the Securities will be payable at the office or agency of the Paying Agent or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Securities at their respective addresses set forth in the register of Holders related to the Securities; provided that all payments of principal, premium, if any, and interest with respect to any Securities the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

SECTION 4.02. Reports. Whether or not required by the Commission’s rules and regulations, so long as any Securities are outstanding, the Issuer shall file with the Commission

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(unless the Commission shall not accept such a filing) and furnish to the Holders (which may be by posting on the Issuer’s website) or cause the Trustee to furnish to the Holders, in each case within the time periods specified in the Commission’s rules and regulations for registrants that are not accelerated filers (unless the Issuer is required by Commission rules and regulations to be an accelerated filer at such time):

(1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

If at any time after the Issue Date (a) Holdings or any other Holding Company becomes subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (b) the rules and regulations of the Commission permit the Issuer and Holdings or any such other Holding Company to report at the level of Holdings or such Holding Company on a consolidated basis and (c) Holdings or such Holding Company is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Issuer, such consolidated reporting at such Holdings or other Holding Company level in a manner consistent with that described in this covenant for the Issuer shall satisfy this covenant; provided that Holdings or such other Holding Company includes in its reports information about the Issuer that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect.

In addition, the Issuer agrees, that, for so long as any Securities remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Commission, it shall furnish to the Holders, upon their request, and to any prospective purchaser of Securities designated by any Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of Securities pursuant to Rule 144A under the Securities Act.

The Issuer also shall comply with the other provisions of TIA § 314(a).

SECTION 4.03. Incurrence of Debt and Issuance of Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Debt (including Acquired Debt), and the Issuer shall not permit any of its Restricted Subsidiaries that are not Guarantors to issue any shares of Preferred Stock; provided, however, that the Issuer and any Subsidiary Guarantor may incur Debt (including Acquired Debt) if the Consolidated Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred at the beginning of such four-quarter period (the “Coverage Ratio Exception”).

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(b) The provisions of Section 4.03(a) shall not apply to any of the following items of Debt or Preferred Stock (collectively, “Permitted Debt”):

(1) the incurrence by the Issuer or any of its Restricted Subsidiaries of Debt (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof) under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding pursuant to this clause (1) without duplication, does not exceed an amount equal to the greater of (a) $325.0 million and (b) the Borrowing Base at the time such Debt is incurred, in each case less the aggregate amount of purchase commitments (determined as of the date of any incurrence of Debt under this clause (1)) under any Qualified Receivables Transaction that involves the transfer of assets by the Issuer or Restricted Subsidiaries in a manner that does not constitute the incurrence of Debt (other than Debt permitted under clause (6) below); provided that such reduction shall no longer apply upon termination of such Qualified Receivables Transaction;

(2) the incurrence by the Issuer and its Restricted Subsidiaries of Existing Debt;

(3) the incurrence by the Issuer of Debt represented by the Fixed Rate Notes and the Securities issued on the Issue Date and by the Subsidiary Guarantors of Debt represented by the related guarantees and Security Guarantees;

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of (a) Acquired Debt or (b) Debt (including Capital Lease Obligations, including those under sale-leaseback transactions) or Preferred Stock for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of any property, plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and whether such Debt or Preferred Stock is owed or issued to the seller or Person carrying out such construction or improvement or to any third party), in an aggregate principal amount at the date of such incurrence (including all Permitted Refinancing Debt incurred to refund, refinance or replace any other Debt incurred pursuant to this clause (4)) not to exceed an amount equal to the greater of (x) $25.0 million and (y) 5.0% of Total Assets at any one time outstanding; provided that, such Debt exists at the date of such purchase or transaction or is created within 180 days thereafter;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, refinance or replace Debt incurred pursuant to clauses (2) (other than Existing Debt of the types referred to in clauses (6) and (7)), (3), (4) or (5);

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Debt or Preferred Stock owed or issued to and held by the Issuer and any of its Restricted Subsidiaries including any Debt arising in connection with a Qualified Receivables Transaction, provided, however, that (a) any such Debt of the Issuer shall be subordinated and junior in right of payment to the Securities and (b)(i) any subsequent

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issuance or transfer of Equity Interests or other action that results in any such Debt or Preferred Stock being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Debt or Preferred Stock to a Person that is not either the Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Debt or issuance of such Preferred Stock by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred (a) principally for the purpose of fixing or hedging interest rate risk with respect to any Debt that is permitted by the terms of this Indenture to be outstanding or (b) principally for the purpose of fixing or hedging currency exchange rate risk or commodity price risk incurred in the ordinary course of business;

(8) the incurrence of any Guarantee by the Issuer or any Subsidiary Guarantor of Debt of the Issuer or a Restricted Subsidiary (other than an Immaterial Subsidiary that is not a Guarantor) of the Issuer that was permitted to be incurred by another provision of this covenant and the incurrence of any Guarantee by any Foreign Restricted Subsidiary of Debt of another Foreign Restricted Subsidiary;

(9) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Debt (which may comprise Debt under the Amended and Restated Credit Facility) in an aggregate principal amount (or accreted value, as applicable), and the issuance by Restricted Subsidiaries that are not Guarantors of Preferred Stock with a liquidation preference, at any time outstanding, pursuant to this clause (9) not to exceed an amount equal to $25.0 million.

(c) Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies.

(d) For purposes of determining compliance with this Section 4.03:

(1) the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt (to the extent such guarantee, Lien, letter of credit or similar instrument is otherwise permitted to be incurred) shall be disregarded;

(2) in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) of the definition of Permitted Debt above or is entitled to be incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify (and may, from time to time, re-classify) such item of Debt in any manner that complies with this covenant and such item of Debt shall be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof; provided that all outstanding Debt under the Amended and Restated Credit Facility immediately following the Transactions shall be deemed to have been incurred pursuant to clause (1) of the definition of Permitted Debt;

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(3) accrual of interest or dividends (including the issuance of “pay in kind” securities in respect of such accrued interest or dividends), the accretion of accreted value or liquidation preference and the extension of maturity shall not be deemed to be an incurrence of Debt or issuance of Preferred Stock; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Issuer as accrued; and

(4) any Qualified Holdco Debt incurred in reliance upon the Issuer’s ability to incur Permitted Debt shall be deemed to be incurred by the Issuer for purposes of determining whether additional Permitted Debt can be incurred for so long as such Qualified Holdco Debt remains outstanding.

SECTION 4.04. Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other distribution (including any payment by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (other than dividends or distributions payable in Equity Interests (other than Disqualified Equity Interests) of the Issuer and dividends payable to the Issuer or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including any acquisition or retirement by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation) any Equity Interests of the Issuer or any Holding Company held by Persons other than the Issuer or any Restricted Subsidiary;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt of the Issuer or any Subsidiary Guarantor (excluding any intercompany Debt between the Issuer and any of its Restricted Subsidiaries), except (a) a payment of interest, principal or other related Obligations at Stated Maturity and (b) the purchase, repurchase or other acquisition or retirement of Subordinated Debt of the Issuer or any Subsidiary Guarantor in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition or retirement; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default shall have occurred and be continuing; and

(ii) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception; and

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(iii) such Restricted Payment, together with (without duplication) the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries on or after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3)(A), (4), (5), (7) and (8) and excluding 50% of any Restricted Payments under clause (9) (to the extent such payment is not deducted in calculating Consolidated Net Income) or 100% of such payment under clause (9) if such payment is deducted in calculating Consolidated Net Income) of the next succeeding paragraph), is less than the sum (without duplication) (the “Restricted Payments Basket”) of:

(A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds received by the Issuer from the issue or sale (other than to a Subsidiary) of, or from capital contributions with respect to, Equity Interests of the Issuer (other than Disqualified Equity Interests and Excluded Cash Contributions), in either case after the Issue Date; plus

(C) the amount by which the aggregate principal amount (or accreted value, if less) of Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange after the Issue Date of that Debt for Equity Interests (other than Disqualified Stock) of the Issuer, together with the net cash proceeds received by the Issuer at the time of such conversion or exchange, if any, less the amount of any cash, or the fair market value of any property (other than such Equity Interests), distributed by the Issuer upon such conversion or exchange; plus

(D) 100% of the aggregate net cash proceeds received by the Issuer or a Restricted Subsidiary of the Issuer since the Issue Date from (A) Restricted Investments, whether through interest payments, principal payments, dividends or other distributions and payments, or the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and its Restricted Subsidiaries and (B) a cash dividend from, or the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary, in each case to the extent not otherwise included in Consolidated Net Income of the Issuer for such period; plus

(E) upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investments of the Issuer and its Restricted Subsidiaries (other than such Subsidiary) in such Subsidiary as of the date of such redesignation.

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(b) The provisions of Section 4.04(a) shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment are designated in an Officer’s Certificate as Excluded Cash Contributions and shall not increase the Restricted Payments Basket;

(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Debt or Disqualified Stock of the Issuer or any Subsidiary Guarantor (A) made by an exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Debt or (B) upon a Change of Control or Asset Sale to the extent required by the agreement governing such Subordinated Debt but only if the Issuer shall have complied with Section 4.08 or, as the case may be, 4.06 and purchased all Securities validly tendered pursuant to the relevant offer prior to purchasing or repaying such Subordinated Debt;

(4) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its common Equity Interests on a pro rata basis;

(5) to the extent constituting Restricted Payments, the Specified Affiliate Payments;

(6) Restricted Payments in an aggregate amount not to exceed $15.0 million;

(7) payments to existing holders of the Issuer’s Equity Interests (including payments to dissenting shareholders, optionholders and warrantholders), in each case as described in the Merger Agreement, payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses and payment of the Issuer’s and its Affiliates’ transaction expenses, including fees payable to members of the Initial Control Group (to the extent constituting Restricted Payments) and payments to the Issuer’s officers and employees, in each case (except as to payments to dissenters and payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses) as described in the Offering Memorandum under the headings “The Acquisition,” “Use of Proceeds” and “Certain Relationships and Related Transactions”;

(8) so long as no Default or Event of Default shall have occurred and be continuing, payments of dividends to Holdings to fund (a)(i) interest payments (including additional interest pursuant to the related registration rights agreement), at their Stated Maturity, on the Holdings Notes outstanding at the Issue Date, at the rate specified in

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such Holdings Notes as in effect on the Issue Date, and (ii) mandatory redemption of a portion of such Holdings Notes in 2010 pursuant to the terms of such Holdings Notes as in effect on the Issue Date, (b) dividends or redemption payments by Holdings with respect to the shares of Series B Preferred Stock of Holdings outstanding on the Issue Date to the extent required to be paid by Holdings pursuant to the certificates of designations relating to such stock as in effect on the Issue Date; and (c) an offer to purchase upon a Change of Control or Asset Sale to the extent required by the terms of such Holdings Notes, but only if the Issuer shall have complied with Section 4.06 or 4.08, as the case may be and purchased all Securities tendered pursuant to the relevant offer prior to paying any such dividend to Holdings; and

(9) so long as no Default or Event of Default shall have occurred and be continuing, cash dividends or other Restricted Payments to Holdings in an amount sufficient to enable Holdings to make payments of cash interest on any Qualified Holdco Debt; provided that any such dividend or other Restricted Payment is used promptly by Holdings to make such payment.

(c) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors of the Issuer.

(d) In addition, if any Person (other than an Unrestricted Subsidiary) in which an Investment is made, which Investment constituted a Restricted Payment when made, thereafter becomes a Restricted Subsidiary, such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to Section 4.04(a)(iii) to the extent that such Investments would not have been Restricted Payments had such Person been a Restricted Subsidiary at the time such Investments were made.

(e) In making the computations required by this covenant:

(1) the Issuer or the relevant Restricted Subsidiary may use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Issuer for the remaining portion of such period; and

(2) the Issuer or the relevant Restricted Subsidiary shall be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Issuer and the Restricted Subsidiary that are available on the date of determination.

(f) If the Issuer makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of the Issuer or any Restricted Subsidiary be permitted under the requirements of this Indenture, such Restricted Payment shall

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be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s or any Restricted Subsidiary’s financial statements, affecting Consolidated Net Income of the Issuer for any period. For the avoidance of doubt, it is expressly agreed that no payment or other transaction permitted by clauses (1) or (5) of Section 4.07(b) below, shall be considered a Restricted Payment for purposes of, or otherwise restricted by, this Indenture.

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) Notwithstanding Section 4.05(a), such section shall not apply to encumbrances or restrictions:

(1) under contracts in effect on the Issue Date, including the Amended and Restated Credit Facility and other Existing Debt and the related documentation;

(2) under this Indenture, the Securities, the Fixed Rate Notes, the indenture governing the Fixed Rate Notes, the Holdings Notes, the indenture governing the Holdings Notes and any other related agreement entered into after the Issue Date, provided that the encumbrances or restrictions in any such other agreement are not materially more restrictive, taken as a whole, than those contained in this Indenture and the Securities;

(3) under any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(4) existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) of Section 4.05(a) above on the property so acquired;

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(5) created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Board of Directors or senior management of the Issuer, are necessary or advisable to effect such Qualified Receivables Transaction;

(6) in the case of clause (3) of Section 4.05(a) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) contained in security agreements or mortgages securing Debt to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages, or (iv) any Lien on property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture;

(7) existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(8) on cash or other deposits or net worth imposed by leases and customer contracts entered into in the ordinary course of business;

(9) in customary form under joint venture agreements and other similar agreements which limitations are only applicable to the Person or assets that are the subject of such agreements (and any assets of such Person);

(10) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Issuer or any of its Restricted Subsidiaries or any of their businesses;

(11) contained in the terms governing any Debt of any Restricted Subsidiary otherwise permitted to be incurred under this Indenture if (as determined in good faith by the Board of Directors of the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially adversely affect the ability of Issuer to make payments on the Securities; or

(12) under any Permitted Refinancing Debt or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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SECTION 4.06. Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of

(x) cash or Cash Equivalents; or

(y) (i) all or substantially all of the assets of, or the majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaging in, a Permitted Business or

(ii) assets that are used or useful in a Permitted Business.

For purposes of this Section 4.06(a)(2), (A) a lease entered into in connection with a sale-leaseback transaction shall not constitute part of the proceeds of such transaction and (B) each of the following shall be deemed to be cash:

(i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet), of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or, in the case of liabilities of a Guarantor, the Security Guarantee of such Guarantor) that are assumed by the transferee of any such assets; and

(ii) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days after receipt.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1) to repay Secured Debt, Debt of any Restricted Subsidiary (other than a Guarantor) or Pari Passu Debt (in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer); provided that if the Issuer or any Restricted Subsidiary shall so reduce Pari Passu Debt, it shall equally and ratably make an Asset Sale Offer to the Holders (in accordance with the procedures set forth in Section 4.06(c) and Section 3.09 for an Asset Sale Offer);

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(2) to make capital expenditures or to acquire properties or assets that shall be used or useful in the Permitted Business of the Issuer or any of its Restricted Subsidiaries; or

(3) to acquire a controlling interest in a Person engaged in a Permitted Business;

provided that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of this Section 4.06(b) or if the application of such Net Proceeds is part of a project authorized by the Board of Directors that shall take longer than 365 days to complete, such 365 day period shall be extended with respect to the amount of Net Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or, until completion of such project, as the case may be. Pending the final application of any Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowing under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of Section 4.06(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million the Issuer shall:

(1) make an Asset Sale Offer to all Holders in accordance with Section 3.09; and

(2) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Debt of the Issuer in accordance with provisions governing such Debt requiring the Issuer to prepay, purchase or redeem such Debt with the proceeds from any Asset Sales (or offer to do so),

pro rata in proportion to the respective principal amounts of the Securities and such other Debt required to be prepaid, purchased or redeemed or tendered for, in the case of the Securities pursuant to such Asset Sale Offer to purchase the maximum principal amount of Securities that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest (if any) to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in this Indenture and the Securities.

(d) If any Excess Proceeds remain after completion of an Asset Sale Offer and, if applicable, any prepayment, purchase, redemption or tender of or for Pari Passu Debt, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the pro rata portion of such Excess Proceeds to be used to purchase Securities, the Trustee shall select the Securities to be purchased on a pro rata basis as provided in Section 3.09. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Issuer may commence an Asset Sale Offer prior to the expiration of 365 days after the occurrence of an Asset Sale.

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SECTION 4.07. Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance, guarantee or other transaction with, or for the benefit of, any Person that, prior to such transaction, was an Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2) the Issuer delivers to the Trustee:

(i) with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $7.5 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.07(a) and that such Affiliate Transaction has been approved by the Board of Directors; and

(ii) with respect to any Affiliate Transaction involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

(b) Notwithstanding Section 4.07(a), none of the following shall be prohibited by this Section 4.07 (or be deemed to be an Affiliate Transactions):

(1) any employment agreements, consulting agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors’ and officers’ indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers, directors or consultants that are natural persons and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers, directors or consultants that are natural persons in the ordinary course of business or in connection with the Issuer’s transition to new ownership;

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(2) transactions between or among (i) the Issuer and/or its Restricted Subsidiaries or (ii) the Issuer and/or one or more of its Restricted Subsidiaries and any joint venture; provided, in the case of this clause (ii), no Affiliate of the Issuer (other than a Restricted Subsidiary) owns any of the Capital Stock of any such joint venture;

(3) Permitted Investments and Restricted Payments (including Specified Affiliate Payments, even if not Restricted Payments) that are permitted by Section 4.04;

(4) transactions in connection with any Qualified Receivables Transaction;

(5) payments to Investcorp, Berkshire Partners, Greenbriar or any other holder of Capital Stock or any of their respective Affiliates (whether or not such Persons are Affiliates of the Issuer) for (a) any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and related expenses, including in connection with acquisitions, divestitures or a Change of Control, which payments are on arm’s length terms and approved by the Board of Directors of the Issuer in good faith and (b) any annual management, consulting and advisory fees and related expenses, but excluding any such fees payable prior to the fifth anniversary of the Issue Date (other than the prepayment of annual management fees on or about the Issue Date as disclosed in the Offering Memorandum);

(6) any agreement as in effect on the Issue Date (including the Merger Agreement and the advisory agreements with members of the Initial Control Group) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect) or any transaction contemplated thereby;

(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer or its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof;

(8) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Holdings or any capital contribution to the Issuer;

(9) the issuance of Permitted Debt permitted by clause (9) of Section 4.03(b) to any Affiliate on terms that, taken as a whole, are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person, or, if there is no comparable transaction, have been negotiated in good faith by the parties thereto; and

(10) any transaction in which the Issuer or any of its Restricted Subsidiaries delivers to the Trustee a letter issued by an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair from a financial point of view or meets the requirements of Section 4.07(a)(1).

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SECTION 4.08. Change of Control.

(a) Upon the occurrence of a Change of Control, unless all Securities have been called for redemption pursuant to Section 3.07, each Holder of Securities shall have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Securities pursuant to a Change of Control Offer made pursuant to Section 3.09 at an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase.

(b) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 3.09 applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.09. Compliance Certificates. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do have such knowledge, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.

The Issuer shall deliver to the Trustee, as soon as possible and in any event within five days after any Senior Officer of the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or Default and the action which the Issuer proposes to take with respect thereto.

SECTION 4.10. Limitation on Designations of Unrestricted Subsidiaries.

(a) The Board of Directors may designate (a “Designation”) any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary, so long as such Designation would not cause a Default, provided that:

(1) any then existing Guarantee by the Issuer or any Restricted Subsidiary of any Debt of the Subsidiary being so designated shall be deemed an “incurrence” of such Debt at the time of such Designation; and

(2) the “incurrence” of Debt referred to in clause (1) of this Section 4.10(a) would be permitted under Section 4.03.

(b) For purposes of making the determination of whether such Designation would cause a Default, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated, shall be deemed made at the time of

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such Designation. The amount of such outstanding Investments shall be equal to the portion of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Issuer. Such Designation shall only be permitted if any such Investment would be permitted at such time.

(c) The Board of Directors may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), provided that:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Revocation; and

(2) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture.

(d) Any such Designation or Revocation by the Board of Directors after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such Designation or Revocation and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

SECTION 4.11. Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Securities are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by such Lien or such other obligations are no longer obligations of the Issuer or any of its Restricted Subsidiaries; provided that:

(a) if such other Debt constitutes Subordinated Debt or is otherwise subordinate or junior in right of payment to the Obligations under this Indenture, the Securities or the Security Guarantees, such Lien is expressly made prior and senior in priority to the Lien securing such other Debt; or

(b) in any other case, such Lien ranks equally and ratably with or prior to the Lien securing the other Debt or obligations so secured.

SECTION 4.12. Additional Security Guarantees.

(a) If the Issuer or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than a Receivable Subsidiary) after the Issue Date, then that newly acquired or created Domestic Restricted Subsidiary shall become a Guarantor and execute a supplemental indenture in the form of Exhibit I hereto in accordance with the provisions of this Indenture within 10 Business Days of the date on which it was acquired or created; provided that any Domestic Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until 10 Business Days after it ceases to be an Immaterial Subsidiary.

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(b) Notwithstanding the foregoing, any Restricted Subsidiary that is not required to be a Guarantor may at any time become a Guarantor at its election by executing a Security Guarantee in accordance with the provisions of this Indenture.

(c) In addition, if any Restricted Subsidiary of the Issuer that is not a Guarantor shall Guarantee any Debt of the Issuer or any Guarantor while the Securities are outstanding, then such Subsidiary shall become a Subsidiary Guarantor under this Indenture and shall execute a Security Guarantee in accordance with the provisions of this Indenture. Any Security Guarantee given by any Restricted Subsidiary that was not previously a Subsidiary Guarantor pursuant to the immediately preceding sentence shall be automatically released upon the release by the holders of the Debt of the Issuer or Guarantor described in the immediately preceding sentence or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt), which resulted in the Securities being guaranteed by such Restricted Subsidiary, at such time as (A) no other Debt of the Issuer and the other Guarantors has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Debt which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt).

(d) Any Restricted Subsidiary that is required to become a Guarantor shall do so by executing and delivering to the Trustee a supplemental indenture hereto as provided in Section 9.01.

SECTION 4.13. Business Activities. The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as is not material to the Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.14. Payments for Consent. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

SECTION 4.15. Taxes. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Issuer or any Restricted Subsidiary or upon the income, profits or property of the Issuer or any Restricted Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or Lien upon the property of the Issuer or any Restricted Subsidiary; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Issuer), are being maintained in accordance with GAAP or where the failure to effect such payment will not be materially disadvantageous to the Holders.

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SECTION 4.16. Corporate Existence. Except as otherwise provided in this Article IV and Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary in accordance with their respective organizational documents (as the same may be amended from time to time).

ARTICLE V

SUCCESSOR ISSUER

SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer.

(a) The Issuer shall not directly or indirectly consolidate or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1) the Issuer is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that if such surviving person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state or the District of Columbia becomes a co-issuer of the Securities in connection therewith;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the Securities, this Indenture and any Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default exists;

(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) be permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception or (ii) have a Consolidated Coverage Ratio at least equal to the Consolidated Coverage Ratio of the Issuer for such four-quarter reference period; and

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(5) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture.

(b) In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and the Restricted Subsidiaries’ properties or assets in one or more related transactions, to any other Person.

(c) Notwithstanding the foregoing, clauses (3) and (4) (and, in the case of clause (ii) below, clause (5)) of Section 5.01(a) shall not apply to:

(i) the merger of American Tire Distributors, Inc. and ATD MergerSub, Inc. occurring on the Issue Date pursuant to the Merger Agreement;

(ii) the consolidation or merger of the Issuer with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Issuer; and

(iii) any merger or consolidation of the Issuer with an Affiliate formed solely for the purpose of reforming the Issuer in another jurisdiction or solely for the purpose of facilitating the formation of a Holding Company.

(d) For purposes of this Section 5.01, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

(e) Upon any consolidation or merger or any transfer (other than a lease) of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Securities and this Indenture with the same effect as if such successor entity had been named in this Indenture as the Issuer, and the Issuer (except in the case of a transfer of less than all of the assets of the Issuer) shall be released from the obligations under the Securities, this Indenture and any Registration Rights Agreement.

SECTION 5.02. Merger or Consolidation of a Guarantor.

(a) No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than the Issuer or, in the case of a Subsidiary Guarantor, another Subsidiary Guarantor) unless:

(1) Subject to the provisions of Section 10.02(b), the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Securities, this Indenture and any Registration Rights Agreement; and

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(2) immediately after giving effect to such transaction, no Default exists.

(b) Upon any consolidation or merger in which a Guarantor is not the continuing corporation in accordance with the foregoing, except as set forth in Section 11.02(b), the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under its Guarantee, this Indenture and any Registration Rights Agreement with the same effect as if such surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) had been named as such.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default and Remedies.

(a) Each of the following constitutes an “Event of Default” under this Indenture:

(1) default for 30 days in the payment when due of interest on the Securities;

(2) default in payment when due of the principal of or premium, if any, on the Securities, and any failure of the Issuer to make a Change of Control Offer or Asset Sale Offer when required or to purchase Securities required to be purchased in connection therewith;

(3) failure by the Issuer to comply with Section 5.01;

(4) failure by the Issuer for 30 days after receipt of notice from the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities specifying such failure to comply with Section 4.03 or Section 4.04;

(5) failure by the Issuer for 60 days after receipt of notice given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities outstanding specifying such failure to comply with any of the Sections of this Indenture or the Securities;

(6) the failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $15.0 million;

(7) any judgment or decree for the payment of money in excess of $15.0 million (net of any insurance or indemnity payments actually received in respect thereof

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prior to or within 60 days from the entry thereof, or which are covered by insurance (unless the Issuer’s insurance carriers have denied coverage in respect thereof) in the event any appeal thereof shall be unsuccessful) is entered against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(8) except as permitted by this Indenture, any Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Security Guarantee;

(9) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in an involuntary case;

(C) consents to the appointment of a Custodian of it or for any substantial part of its property;

(D) makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency; or

(10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary in an involuntary case;

(B) appoints a Custodian of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or for any substantial part of its property; or

(C) orders the winding up or liquidation of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree relating thereto remains unstayed and in effect for 60 days.

(b) The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effect by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

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(c) The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors. For purposes of this Section, the term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

(d) A Default under clause (4) or (5) of Section 6.01(a) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities notify the Issuer in writing by registered or certified mail, return receipt requested, of the Default and the Issuer does not cure such Default within the time specified in clauses (4) and (5) of Section 6.01(a) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

SECTION 6.02. Acceleration.

(a) If an Event of Default (other than an Event of Default specified in Section 6.01(a)(9) or (10) with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer in writing, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice in writing to the Issuer, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(a)(9) or (10) occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders.

(b) At any time after a declaration of acceleration with respect to the Securities as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the Securities may rescind and cancel such declaration and its consequences: (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative (to the extent permitted by law).

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SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under this Indenture except a continuing Event of Default in the payment of interest on, or the principal of, the Securities. When a Default is waived, it is deemed cured and ceases to exist and any Event of Default arising therefrom shall be deemed to have been cured and waived for every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Securityholder may pursue any remedy with respect to this Indenture, the Securities or the Security Guarantees unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the outstanding Securities have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Securityholder shall not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and

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interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Issuer, any Subsidiary or any Guarantor, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD: to the Issuer.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Issuer a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities.

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SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

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(c) The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of Section 7.01(b);

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from any party authorized to direct the Trustee under this Indenture.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

SECTION 7.02. Rights of Trustee. Subject to Section 7.01:

(a) The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in any such document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(g) The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

(h) The permissive rights of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty to take such action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11 and Sections 310(b) and 311 of the Trust Indenture Act.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

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SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder notice of the Default. Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of Securityholders. The Issuer shall deliver to the Trustee, forthwith upon any Senior Officer obtaining actual knowledge of any Default, written notice of any event which would constitute such Default, its status and what action the Issuer is taking or proposes to take in respect thereof. Notwithstanding anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to have knowledge of any Default or Event of Default hereunder, except in the case of an Event of Default under Section 6.01(a)(1) or (2) (provided that the Trustee is Paying Agent), unless and until a Trust Officer receives written notice thereof at its Corporate Trust Office, from the Issuer or a Holder that such Default has occurred.

SECTION 7.06. Reports by Trustee to Holders. The Trustee shall transmit to the Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the TIA with respect to any 12-month period, such report shall cover the 12-month period ending April 1 (beginning April 1, 2006) and shall be transmitted by the next succeeding June 1. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate indicating whether the signers thereof actually know of any Default or Event of Default that occurred during the previous year.

A copy of each report at the time of its mailing to Securityholders shall be filed with the Commission and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation as is agreed to in writing by the Trustee and Issuer for the Trustee’s services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it, including but not limited to costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses of the Trustee’s counsel, accountants and experts. The Issuer and each Guarantor, jointly but not severally, shall indemnify and defend the Trustee and its officers, directors, shareholders, agents and employees (each, an “Indemnified Party”) for and hold each Indemnified Party harmless against any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this Indenture or the Securities and the performance of their duties hereunder, including the cost and expense of enforcing this Indenture against the Issuer (including this Section 7.07), and defending itself against any claim (whether

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asserted by a Holder or any other person). The Trustee, in its capacity as Paying Agent, Registrar, Custodian and agent for service of notice and demands, and the Trustee’s officers, directors, shareholders, agents and employees, when acting in such other capacity, shall have the full benefit of the foregoing indemnity as well as all other benefits, rights and privileges accorded to the Trustee in this Indenture when acting in such other capacity. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the Indemnified Party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such Indemnified Parties may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if it assumes such Indemnified Parties’ defense and, in such Indemnified Parties’ reasonable judgment, there is no conflict of interest between the Issuer and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such party’s own willful misconduct, negligence or bad faith. The Issuer need not pay any settlement made without its consent (which consent shall not be unreasonably withheld).

The Trustee’s right to receive payment of any amounts due under this Indenture shall not be subordinated to any other Debt of the Issuer, and the Securities shall be subordinate to the Trustee’s rights to receive such payment.

The Issuer’s payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(a)(9) or (10) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Issuer shall promptly appoint a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and Guarantors’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee, provided, that such Person shall be qualified and eligible under this Article VII.

In case at the time such successor or successors by consolidation, merger, conversion or transfer shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Legal Defeasance and Covenant Defeasance.

(a) The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.01(b) or 8.01(c) be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article VIII.

(b) Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(b), the Issuer and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.02, be deemed to have been discharged from their obligations with respect to the Securities and any Security Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and each Guarantor shall be deemed to have paid and discharged the entire Debt represented by the outstanding Securities and any Security Guarantee, which Securities and Security Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all their other obligations under the Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities to receive solely from the trust fund described in this Article VIII, as more fully set forth in such Article, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Issuer’s obligations with respect to the Securities under Article II and Sections 4.01, 7.07 and 7.08, which shall survive until the Securities have been paid in full (thereafter, the Issuer’s obligations in Section 7.07 shall survive), and (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantor’s obligations in connection therewith and (iv) this Section 8.01 and Section 8.02. Subject to compliance with this Article VIII, the Issuer may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance option.

(c) Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(c) subject to the satisfaction of the conditions set forth in Section 8.02, each Guarantor shall be released from its Security Guarantee and the Issuer and each Guarantor shall be released from their obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16 and 5.01(a)(4) with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration of act of Holders (and the consequences of any thereof) in connection with such Sections, but shall continue to be deemed “outstanding” for all the other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply

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shall not constitute a Default, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise of its Covenant Defeasance option, subject to the satisfaction of the conditions set forth in Section 8.02, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) (with respect to compliance with Sections 4.05, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.15 and 4.16), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8), 6.01(a)(9) (with respect to Subsidiaries of the Issuer only) or Section 6.01(a)(10) (with respect to Subsidiaries of the Issuer only) shall not constitute Events of Default.

SECTION 8.02. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Issuer must irrevocably deposit with the Trustee (or another qualifying trustee; for purposes of this Section 8.02 and Section 8.04, the term “Trustee” shall include such other qualifying trustee), in trust, for the benefit of the Holders, cash in United States dollars, Government Notes, or a combination thereof, in such amounts as shall be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Securities are being defeased to maturity or to a particular redemption date;

(b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States, reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

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(f) the Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 123^rd day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 123^rd day following the deposit, the trust funds shall not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision;

(f) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or the Guarantors, as applicable, or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Guarantors, as applicable, or others; and

(g) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance (other than the expiration of the 123-day period referred to above) have been complied with.

SECTION 8.03. Satisfaction and Discharge of Indenture. Upon the request of the Issuer, this Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities, as expressly provided for herein or pursuant hereto), the Issuer and the Guarantors shall be discharged from their obligations under the Securities and the Security Guarantees, and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Security Guarantees, any Registration Rights Agreement and the Securities when:

(a) either (i) all the Securities theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation or (ii) all Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable at maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for such purpose in an amount sufficient to pay and discharge the entire Debt on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, on) and interest on the Securities to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or redemption date, as the case may be and any Additional Interest thereon;

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(b) the Issuer has paid or caused to be paid all sums payable under this Indenture by the Issuer; and

(c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture, the Security Guarantees and the Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section, the obligations of the Trustee and the Paying Agent under Section 8.04 and Section 2.04 shall survive.

SECTION 8.04. Deposited Money and Government Notes to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.05, all money and Government Notes (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.02 or 8.03 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Notes held by it as provided in Section 8.02 or 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.02(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05. Repayment to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in the New York Times (national edition) and the Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

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SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Notes in accordance with this Article VIII by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article VIII; provided, however, that, if the Issuer or any Guarantor makes any payment of principal of, premium or interest on any Security following the reinstatement of its obligations, the Issuer or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.01. Without Consent of Holders. The Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Security Guarantees without notice to or consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders in the case of a merger, consolidation or sale of assets;

(4) to release any Security Guarantee in accordance with Section 11.02(b);

(5) to provide for additional Guarantors;

(6) to make any change that would provide any additional rights or benefits to the Holders or that, as determined by the Board of Directors of the Issuer in good faith, does not materially adversely affect the legal rights of any such Holder under this Indenture;

(7) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(8) to conform this Indenture, the Security Guarantees or the Securities to any provision of the Description of Notes contained in the Offering Memorandum; or

(9) to make any change to Article II, Section 4.01 or the Exhibits hereto that applies only to Additional Securities (other than a change relating to other provisions of this Indenture incorporated or referenced in Article II, Section 4.01 or any such Exhibit).

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After an amendment under this Section becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02. With Consent of Holders. The Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Security Guarantees without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and any existing default or compliance with any provisions of this Indenture, the Securities and the Security Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities). Notwithstanding the foregoing, without the consent of each Securityholder affected, an amendment or waiver shall not (with respect to any Securities held by a non-consenting Holder):

(1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Security, reduce any premium payable upon, or change the dates (to earlier dates) of, redemption of any Security (other than provisions applicable to Section 4.06 or 4.08);

(3) reduce the rate of or change the time for payment of interest on any Security;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities then outstanding and a waiver of the payment default that resulted from such acceleration);

(5) make any Security payable in money other than that stated in the Securities;

(6) impair the rights of Holders to receive payments of principal of or premium, if any, or interest on the Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Securities;

(7) after the time a Change of Control Offer or Asset Sale Offer is required to have been made, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder;

(8) make any change in Section 9.01 or this Section 9.02; or

(9) except as permitted by Section 11.02(b), release any Security Guarantee.

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It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

An amendment or waiver under this Section may not make any change that adversely affects the rights under Article X of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change.

After an amendment under this Section becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives written notice of revocation before the date the requisite number of consents are received by the Issuer or the Trustee. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective once the requisite number of consents are received by the Issuer or the Trustee and any other conditions to effectiveness of such consent specified in the amendment or waiver are satisfied.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.

SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights,

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duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture that such amendment is the legal, valid and binding obligation of the Issuer and the Guarantors enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

ARTICLE X

SUBORDINATION OF HOLDINGS’ SECURITY GUARANTEE

SECTION 10.01. Agreement to Subordinate. The Security Guarantee by Holdings will be subordinated in right of payment, to the extent and in the manner provided in this Indenture to the prior payment in full of all Senior Debt of Holdings, including Senior Debt of Holdings incurred after the date of this Indenture. The subordination provisions are for the benefit of and enforceable by the holders of Senior Debt.

SECTION 10.02. Liquidation, Dissolution, Bankruptcy. The holders of Senior Debt of Holdings are entitled to receive payment in full of all Obligations due in respect of Senior Debt of Holdings (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of Holdings, (including any contract rate applicable upon default) whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to Senior Debt) before the Holders will be entitled to receive any payment with respect to Holdings’ Security Guarantee (except that Holders may receive and retain Permitted Junior Securities and payments made from the trusts described in Article VIII) and any distribution to which Holders would be entitled but for these subordination provisions shall instead be made to holders of Senior Debt, in the event of any distribution to creditors of Holdings:

(1) in a liquidation or dissolution of Holdings;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of the assets and liabilities of Holdings.

SECTION 10.03. Default on Designated Senior Debt.

(a) Holdings shall not make any payment in respect of its Security Guarantee if (except in Permitted Junior Securities or from the trusts described in Article VIII):

(1) a payment default on Designated Senior Debt of Holdings occurs and is continuing beyond any applicable grace period; or

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(2) any other default occurs and is continuing beyond any applicable grace period on any series of Designated Senior Debt of Holdings (a “nonpayment default”) that permits holders of that series of Designated Senior Debt of Holdings to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the holders of such Designated Senior Debt of Holdings or any agent, trustee or other representative therefor.

(b) Payments on the Holdings’ Security Guarantee may and shall be resumed:

(1) in the case of a payment default on Designated Senior Debt of Holdings, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, on the earlier of (x) the date on which such default is cured or waived or (y) 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Designated Senior Debt of Holdings has been accelerated.

(c) No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium, if any, on the Securities that have come due have been paid in full in cash.

(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

SECTION 10.04. When Distribution Must Be Paid Over. If the Trustee or any Holder receives a payment from Holdings in respect of Holdings’ Security Guarantee (except in Permitted Junior Securities or from the trusts described in Article VIII) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the Trustee or the Holders have actual knowledge that the payment is prohibited;

the Trustee or the Holders, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of Holdings. Upon the proper written request of the holders of Senior Debt of Holdings, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of Holdings or their proper representative.

SECTION 10.05. Subrogation. A distribution made under these subordination provisions to holders of Senior Debt which otherwise would have been made to Holders is not, as between Holdings and the Holders, a payment by Holdings on Senior Debt. After all Senior Debt is paid in full and until the Securities and Security Guarantees are paid in full, Holders will be subrogated to the rights of holders of Senior Debt to receive payments in respect of Senior Debt. Payments to holders of Senior Debt as a result of these provisions do not constitute, as between Holdings and the Holders, payments by Holdings on its Security Guarantee.

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SECTION 10.06. Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate. These subordination provisions define the relative rights of Holders and holders of Senior Debt and do not impair, as between Holdings and the Holders, the obligation of Holdings, which is absolute and unconditional, to pay its Security Guarantee in accordance with its terms. The failure to make a payment pursuant to Holdings’ Security Guarantee by reason of these subordination provisions does not prevent the occurrence of a Default, nor do these subordination provisions have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Securities and the Security Guarantees upon an Event of Default or prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable to Holders.

SECTION 10.07. Subordination May Not Be Impaired By Issuer. No right of any holder of Senior Debt to enforce the subordination of the Securities will be impaired by any act or failure to act by the Issuer and the Guarantors or by their failure to comply with this Indenture.

SECTION 10.08. Rights of Trustee.

(a) The Trustee may continue to make payments on Holdings’ Security Guarantee and will not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, prior to the date of such payment, the Trustee receives notice satisfactory to it from the Issuer, a Guarantor or a holder of Senior Debt that payments may not be made under this Article.

(b) The Trustee in its individual or any other capacity may hold Senior Debt with the same rights, including rights under this Article, it would have if it were not Trustee. Nothing in this Article applies to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 10.09. Distributions and Notices to, and Notices and Consents by, Representatives of Holders of Senior Debt. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their representative (if any). If there is a representative acting for the holders of any Senior Debt pursuant to the agreements governing such Senior Debt, notices or consents under this Indenture from holders of such Senior Debt may be given only by their representative. Holdings shall promptly notify holders of its Senior Debt if payment of the Securities is accelerated because of an Event of Default.

SECTION 10.10. Trust Moneys Not Subordinated; Payments in Permitted Junior Securities. Notwithstanding anything to the contrary,

(i) payments from money or Government Notes held by the Trustee in trust under Article VIII and

(ii) distributions to Holders in the form of Permitted Junior Securities of Holdings

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are not subordinated to the prior payment of any Senior Debt or otherwise subject to these subordination provisions, and none of the Holders will be obligated to pay over any such payments or distributions to any holder of Senior Debt.

SECTION 10.11. Trustee Entitled to Rely. For the purpose of ascertaining the outstanding amount of Senior Debt, the holders thereof, and all other information relevant to making any payment or distribution to holders of Senior Debt pursuant to this Article, the Trustee and the Holders are entitled to rely upon an order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, a certificate of the liquidating trustee or other Person making a payment or distribution to the Trustee or to the Holders, or information provided by the holders of Senior Debt. The Trustee may defer any payment or distribution pending receipt of evidence or instructions satisfactory to it or a judicial determination regarding the rights of parties to receive the payment or distribution.

SECTION 10.12. Trustee to Effectuate Subordination. Each Holder by accepting a Security authorizes and directs the Trustee on behalf of the Holder to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes, including for the purpose of filing a claim in any proceedings of the nature referred to in Section 10.02.

SECTION 10.13. Trustee Not Fiduciary for Holders of Senior Debt. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt and will not be liable to any such holders if it mistakenly pays over or distributes to Holders, or to the Issuer or any other Person, any money or assets to which holders of Senior Debt are entitled by virtue of this Article.

SECTION 10.14. Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver.

(a) Each Holder by accepting a Security acknowledges and agrees that these subordination provisions are, and are intended to be, an inducement and a consideration to each holder of Senior Debt, whether created or acquired before or after the issuance of the Securities, to acquire or to hold such Senior Debt, and each holder of Senior Debt will be deemed conclusively to have relied on these subordination provisions in acquiring and holding such Senior Debt.

(b) The holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring any liability or responsibility to the Holders of the Securities, and without impairing the rights of holders of Senior Debt under these subordination provisions, do any of the following:

(1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured;

(2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;

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(3) release any Person liable in any manner for the payment of Senior Debt; or

(4) exercise or refrain from exercising any rights against the Issuer and any other Person.

SECTION 10.15. Trustee’s Compensation Not Prejudiced. Nothing in this Article shall apply to amounts due to the Trustee pursuant to other sections of this Indenture.

ARTICLE XI

SECURITY GUARANTEES

SECTION 11.01. Security Guarantees.

(a) Each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation.

(b) Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (g) any change in the ownership of such Guarantor, except as provided in Section 11.02(b).

(c) Each Guarantor further agrees that its Security Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein,

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as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(d) Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(e) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest or premium, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee.

(f) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

(g) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

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SECTION 11.02. Limitation on Liability; Release.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b) In the event of:

(i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or

(ii) the sale or other disposition of Capital Stock of any Subsidiary Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Issuer,

then the Person acquiring such assets (in the case of clause (i) and notwithstanding Section 5.02) or such Guarantor (in the case of clause (ii)) shall be automatically and irrevocably released and relieved of any obligations under its Security Guarantee and this Indenture; provided that such sale or other disposition is in compliance with this Indenture, including Section 4.06 (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with Section 4.06 needs to be so applied).

(c) In addition, any Subsidiary Guarantor that becomes an Immaterial Subsidiary shall be released from its Security Guarantee and this Indenture in accordance with the provisions of this Indenture and each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be automatically released from its Security Guarantee and this Indenture upon effectiveness of such designation.

(d) If the Security Guarantee of any Subsidiary Guarantor terminates pursuant to the foregoing provisions or pursuant to Section 4.12(c), such Person shall cease to be a Subsidiary Guarantor or otherwise a party to this Indenture and, upon request by the Issuer, the Trustee shall execute appropriate instruments acknowledging such termination and the release of such Person from its obligations under its Security Guarantee and hereunder. It is expressly acknowledged that the application of the Net Proceeds of any such sale or other disposition referred to in subsection (b) in accordance with Section 4.06 following the date of such release shall not be a condition precedent to such release and any failure to make such application as required by such Section 4.06 shall not cause the revocation of any such release (it being understood that such failure shall constitute a Default or Event of Default, as applicable).

SECTION 11.03. Successors and Assigns. This Article XI shall be binding upon each Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

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SECTION 11.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise.

SECTION 11.05. Modification. No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 11.06. Execution and Delivery of Security Guarantee. The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit I) evidences the Security Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Security. The delivery of any Security after authentication by the Trustee constitutes due delivery of the Security Guarantee set forth in the Indenture on behalf of each Guarantor.

ARTICLE XII

MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 12.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Issuer:

ATD MergerSub, Inc.

c/o Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Joerg H. Esdorn

if to the Trustee:

Wachovia Bank, National Association

Attn: Corporate Trust—NC Bond Admin

NC1179

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401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: 383-7316

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be made in compliance with Section 313(c) of the TIA and mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 12.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, at the request of the Trustee the Issuer shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

To the extent applicable, the Issuer shall comply with Section 314(c)(3) of the TIA.

SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 12.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 12.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 12.08. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or the state where the Corporate Trust Office is located. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 12.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.10. No Recourse Against Others. A director, officer, incorporator, employee, stockholder or Affiliate as such, of the Issuer or any Guarantor shall not have any liability for any obligations of the Issuer or any Guarantor under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 12.11. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

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SECTION 12.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Severability. In case any one or more of the provisions in this Indenture, in the Securities or in the Security Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 12.15. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

ATD MERGERSUB, INC.,
By:	/s/ Donald Hardie
Name:	Donald Hardie
Title:	Secretary
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.,
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Patrick Teague
Name:	Patrick Teague
Title:	Vice President

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EXHIBIT A

[FACE OF SECURITY]

ATD MERGERSUB, INC.

Senior Floating Rate Note Due 2012

[CUSIP] [CINS]                     

No.                                                                                       $                     

ATD MergerSub, Inc., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                         , or its registered assigns, the principal sum of                          DOLLARS ($                    ) or such other amount as indicated on the Schedule of Exchange of Securities attached hereto on April 1, 2012.

Interest Rate: Prior to and including July 1, 2005, 9.34%; thereafter the Applicable Eurodollar Rate (reset quarterly) plus 6.25%.

Interest Payment Dates: January 1, April 1, July 1 and October 1, commencing July 1, 2005.

Regular Record Dates: December 15, March 15, June 15 and September 15.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

A-1

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officers.

Date:	ATD MERGERSUB, INC.
	By:
	Name:
	Title:

A-2

(Form of Trustee’s Certificate of Authentication)

This is one of the Senior Floating Rate Notes Due 2012 described in the Indenture referred to in this Security.

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF SECURITY]

ATD MERGERSUB, INC.

Senior Floating Rate Note Due 2012

1. Principal and Interest.

The Company promises to pay the principal of this Security on April 1, 2012.

The Company promises to pay interest on the principal amount of this Security on each interest payment date, as set forth on the face of this Security, at a rate equal to the Applicable Eurodollar Rate (which will be reset quarterly) plus 6.25%, except that the interest rate for the period beginning on the Issue Date and ending July 1, 2005 will be 9.34% per annum. [The interest rate will be subject to adjustment as provided below.] ¹ The amount of interest for each day that this Security is outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 365 and multiplying the result by the principal amount of the Security. The amount of interest to be paid for each interest period will be calculated by adding the Daily Interest Amounts for each day in the interest period. All percentages from the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and all dollar amounts resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

Interest will be payable, in cash, quarterly in arrears (to the holders of record of the Securities at the close of business on the December 15, March 15, June 15 or September 15 immediately preceding the interest payment date) on each interest payment date, commencing July 1, 2005.

[The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated March 31, 2005, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). If:

(1) the Company fails to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing; or

¹ Include only for Initial Security or Initial Additional Security

A-4

(2) any of such registration statements is not declared effective on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

(3) unless the Exchange Offer shall not be permissable under applicable law or Commission policy, the Company fails to consummate the Exchange Offer (except with respect to certain non-eligible securities) within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Securities during the periods specified in the Registration Rights Agreement, except for suspensions during “blackout periods” as set forth in the Registration Rights Agreement

(each such event referred to in clauses (1) through (4) above, a “Registration Default”), then the interest rate borne by this Security shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest for all Registration Defaults of 1.0% per annum.]²

Interest on this Security will accrue from the most recent date to which interest has been paid on this Security [or the Security surrendered in exchange for this Security]³ (or, if there is no existing default in the payment of interest and if this Security is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date/date this Security was issued].⁴ Interest will be computed in the basis of a 365-day year based on the actual number of days elapsed.

² Include only for Initial Security or Initial Additional Security

³ Include only for Exchange Security.

⁴ For Additional Securities, should be the date of their original issue.

A-5

Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date determined in accordance with the Indenture.

The Company will pay interest on overdue principal, premium, if any, and to the extent lawful, interest at a rate per annum equal to the interest rate otherwise payable on this Security. The interest rate on this Security will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

2. Indentures; Security Guarantee.

This is one of the Securities issued under an Indenture dated as of March 31, 2005 (as amended from time to time, the “Indenture”), among the Company, American Tire Distributors Holdings, Inc. (“Holdings”) and Wachovia Bank, National Association, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture will control.

The Securities are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Securities to $140,000,000, but Additional Securities may be issued pursuant to the Indenture, and the originally issued Securities and all such Additional Securities vote together for all purposes as a single class. This Security is guaranteed by Holdings, on a subordinated basis, as set forth in the Indenture. Holdings’ guarantee is subordinated as set forth in the Indenture to all Obligations in respect of Senior Debt of Holdings (including all interest accrued or accruing on Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to the Senior Debt). Following consummation of the Merger, this Security will be guaranteed by the Subsidiary Guarantors as set forth in the Indenture.

3. Redemption and Repurchase; Discharge or Defeasance Prior to Redemption or Maturity.

This Security is subject to optional redemption, and may be the subject of a Repurchase Offer, as further described in the Indenture. Except for certain required Repurchase Offers, there is no sinking fund or mandatory redemption applicable to this Security.

If the Company deposits with the Trustee money or Government Notes sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Securities to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Securities or may be discharged from certain of its obligations under certain provisions of the Indenture.

A-6

4. Registered Form; Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in denominations of $1,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Security or certain portions of a Security.

5. Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Securities automatically become due and payable. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Securities may be amended, or and defaults may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Securities. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency.

7. Authentication.

This Security is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Security.

8. Governing Law.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-7

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

                                                     Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Security on the books of the Company with full power of substitution in the premises.

A-8

[THE FOLLOWING PROVISION TO BE INCLUDED

ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Security occurring prior to                     , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

¨ (1) This Security is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit E to the Indenture is being furnished herewith.

¨ (2) This Security is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith.

or

¨ (3) This Security is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
	Seller
	By:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-9

Signature Guarantee:5
	By:
		To be executed by an executive officer

⁵ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Security purchased by the Company pursuant to Section 3.09 of the Indenture, check the box:  ¨

If you wish to have a portion of this Security purchased by the Company pursuant to Section 3.09 of the Indenture, state the amount (in original principal amount) below:

$                     .

Date:                    

Your Signature:

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:¹

¹ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF EXCHANGES OF SECURITIES¹

The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:

Date of Exchange Amount of decrease in principal amount of this Global Security Amount of increase in principal amount of this Global Security Principal amount of this Global Security following such decrease (or increase) Signature of authorized officer of Trustee

¹ For Global Securities

A-12

EXHIBIT B

RESTRICTED LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

(1) REPRESENTS THAT

(A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

(B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

(C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A) TO THE COMPANY,

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

(E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, OR

B-1

(F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

B-2

EXHIBIT C

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

C-1

EXHIBIT D

REGULATION S CERTIFICATE

                    ,             

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re: ATD MergerSub, Inc. Senior Floating Rate Notes due 2012 (the “Securities”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

¨ A. This Certificate relates to our proposed transfer of $                      principal amount of Securities issued under the Indenture. We hereby certify as follows:

1. The offer and sale of the Securities was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. Person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. Person” pursuant to Rule 902(k)(2)(i) under the circumstances described ni Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

D-1

3. Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Securities.

4. The proposed transfer of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

5. If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

¨ B. This Certificate relates to our proposed exchange of $                      principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us. We hereby certify as follows:

1. At the time the offer and sale of the Securities was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

3. The proposed exchange of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

D-2

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
	Name:
	Title:
	Address:
Date:

D-3

EXHIBIT E

RULE 144A CERTIFICATE

                    ,             

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re: ATD MergerSub, Inc. Senior Floating Rate Notes due 2012 (the “Securities”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $                      principal amount of Securities issued under the Indenture.

¨ B. Our proposed exchange of $                      principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us.

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                     , 20    , which is a date on or since the close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Securities to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

E-1

Very truly yours,

[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]

By:

Name:

Title:

Address:

Date:                         

E-2

EXHIBIT F

INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE¹

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re: ATD MergerSub, Inc. Senior Floating Rate Notes due 2012 (the “Securities”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $                     principal amount of Securities issued under the Indenture.

¨ B. Our proposed exchange of $                     principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us.

We hereby confirm that:

1. We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).

2. Any acquisition of Securities by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.

3. We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Securities and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Securities.

4. We are not acquiring the Securities with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.

F-1

5. We acknowledge that the Securities have not been registered under the Securities Act and that the Securities may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

6. The principal amount of Securities to which this Certificate relates is at least equal to $250,000.

We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Securities may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Securities or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

We understand that the Trustee will not be required to accept for registration of transfer any Securities acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Securities acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph. We further agree to provide to any person acquiring any of the Securities from us a notice advising such person that resales of the Securities are restricted as stated herein and that certificates representing the Securities will bear a legend to that effect.

We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

F-2

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
	Name:
	Title:
	Address:
Date:

F-3

Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows:

By:

Date:

Taxpayer ID number:

F-4

EXHIBIT G

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

CERTIFICATE OF BENEFICIAL OWNERSHIP

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re: ATD MergerSub, Inc. Senior Floating Rate Notes due 2012 (the “Securities”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

We are the beneficial owner of $                     principal amount of Securities issued under the Indenture and represented by a Temporary Offshore Global Security (as defined in the Indenture).

We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]

¨ A. We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).

¨ B. We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

G-1

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF BENEFICIAL OWNER]
	By:
	Name:
	Title:
	Address:
Date:

G-2

[FORM II]

CERTIFICATE OF BENEFICIAL OWNERSHIP

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re: ATD MergerSub, Inc. Senior Floating Rate Notes due 2012 (the “Securities”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount of Securities represented by a Temporary Offshore Global Security issued under the above-referenced Indenture, that as of the date hereof, $                     principal amount of Securities represented by the Temporary Offshore Global Security being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Security excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect to any portion of such Temporary Offshore Global Security submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

G-3

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Yours faithfully,
	[Name of DTC Participant]
	By:
	Name:
	Title:
	Address:
Date:

G-4

EXHIBIT H

TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND

THIS SECURITY IS A TEMPORARY GLOBAL SECURITY. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL SECURITIES OTHER THAN A PERMANENT GLOBAL SECURITY IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER SECURITY.

H-1

EXHIBIT I

SUPPLEMENTAL INDENTURE

dated as of                     ,     

among

AMERICAN TIRE DISTRIBUTORS, INC.,

The Guarantor(s) Party Hereto

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

Senior Floating Rate Notes due 2012

I-1

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     ,     , among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of March 31, 2005 (the “Indenture”), relating to the Company’s Senior Floating Rate Notes due 2012 (the “Securities”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Domestic Restricted Subsidiaries to provide Security Guarantees, except in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article XI thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

I-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors, Inc, as Issuer

By:

Name:

Title:

[GUARANTOR]

By:

Name:

Title:

Wachovia Bank, National Association, as Trustee

By:

Name:

Title:

I-3

EX-4.3

Exhibit 4.3

EXECUTION COPY

ATD MERGERSUB, INC.

$150,000,000 10 3/4% Senior Notes due 2013

INDENTURE

Dated as of March 31, 2005

WACHOVIA BANK, NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

		Page
ARTICLE I	Definitions and Incorporation by Reference	1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	30
Section 1.03.	Incorporation by Reference of Trust Indenture Act	31
Section 1.04.	Rules of Construction	32
ARTICLE II	The Securities	32
Section 2.01.	Form, Dating and Denominations	32
Section 2.02.	Execution and Authentication; Exchange Securities; Additional Securities	33
Section 2.03.	Registrar and Paying Agent	34
Section 2.04.	Paying Agent to Hold Money in Trust	35
Section 2.05.	Securityholder Lists	36
Section 2.06.	Replacement Securities	36
Section 2.07.	Outstanding Securities	37
Section 2.08.	Temporary Securities	37
Section 2.09.	Cancellation	37
Section 2.10.	CUSIP Numbers	37
Section 2.11.	Registration, Transfer and Exchange	38
Section 2.12.	Restrictions on Transfer and Exchange	40
Section 2.13.	Reg. S Temporary Offshore Global Securities	42
Section 2.14.	Defaulted Interest	43
ARTICLE III	Redemption	43
Section 3.01.	Notices to Trustee	43
Section 3.02.	Selection	43
Section 3.03.	Notice	44
Section 3.04.	Effect of Notice of Redemption	44
Section 3.05.	Deposit of Redemption Price	45
Section 3.06.	Securities Redeemed in Part	45
Section 3.07.	Optional Redemption	45
Section 3.08.	No Sinking Fund	46
Section 3.09.	Repurchase Offers	46
ARTICLE IV	Covenants	49
Section 4.01.	Payment of Securities	49
Section 4.02.	Reports	49
Section 4.03.	Incurrence of Debt and Issuance of Preferred Stock	50
Section 4.04.	Restricted Payments	53

i

		Page
Section 4.05.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	56
Section 4.06.	Asset Sales	58
Section 4.07.	Transactions with Affiliates	60
Section 4.08.	Change of Control	62
Section 4.09.	Compliance Certificates	62
Section 4.10.	Limitation on Designations of Unrestricted Subsidiaries	63
Section 4.11.	Liens	64
Section 4.12.	Additional Security Guarantees	64
Section 4.13.	Business Activities	65
Section 4.14.	Payments for Consent	65
Section 4.15.	Taxes	65
Section 4.16.	Corporate Existence	65
ARTICLE V	Successor Issuer	65
Section 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer	65
Section 5.02.	Merger or Consolidation of a Guarantor	67
ARTICLE VI	Defaults and Remedies	67
Section 6.01.	Events of Default and Remedies	67
Section 6.02.	Acceleration	69
Section 6.03.	Other Remedies	70
Section 6.04.	Waiver of Past Defaults	70
Section 6.05.	Control by Majority	70
Section 6.06.	Limitation on Suits	71
Section 6.07.	Rights of Holders to Receive Payment	71
Section 6.08.	Collection Suit by Trustee	71
Section 6.09.	Trustee May File Proofs of Claim	71
Section 6.10.	Priorities	72
Section 6.11.	Undertaking for Costs	72
Section 6.12.	Waiver of Stay or Extension Laws	72
Section 6.13.	Rights and Remedies Cumulative	72
Section 6.14.	Delay or Omission Not Waiver	72
ARTICLE VII	Trustee	73
Section 7.01.	Duties of Trustee	73
Section 7.02.	Rights of Trustee	74
Section 7.03.	Individual Rights of Trustee	75
Section 7.04.	Trustee’s Disclaimer	75
Section 7.05.	Notice of Defaults	75
Section 7.06.	Reports by Trustee to Holders	75
Section 7.07.	Compensation and Indemnity	76

ii

		Page
Section 7.08.	Replacement of Trustee	77
Section 7.09.	Successor Trustee by Merger, Etc.	77
Section 7.10.	Eligibility; Disqualification	78
Section 7.11.	Preferential Collection of Claims Against Issuer	78
ARTICLE VIII	Discharge of Indenture; Defeasance	78
Section 8.01.	Legal Defeasance and Covenant Defeasance	78
Section 8.02.	Conditions to Legal or Covenant Defeasance	79
Section 8.03.	Satisfaction and Discharge of Indenture	81
Section 8.04.	Deposited Money and Government Notes to Be Held in Trust; Other Miscellaneous Provisions	81
Section 8.05.	Repayment to Issuer	82
Section 8.06.	Reinstatement	82
ARTICLE IX	Amendments	82
Section 9.01.	Without Consent of Holders	82
Section 9.02.	With Consent of Holders	83
Section 9.03.	Compliance with Trust Indenture Act	84
Section 9.04.	Revocation and Effect of Consents and Waivers	84
Section 9.05.	Notation on or Exchange of Securities	85
Section 9.06.	Trustee to Sign Amendments	85
ARTICLE X	Subordination of Holdings’ Security Guarantee	85
Section 10.01.	Agreement to Subordinate	85
Section 10.02.	Liquidation, Dissolution, Bankruptcy	85
Section 10.03.	Default on Designated Senior Debt	86
Section 10.04.	When Distribution Must Be Paid Over	87
Section 10.05.	Subrogation	87
Section 10.06.	Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate	87
Section 10.07.	Subordination May Not Be Impaired by Issuer	87
Section 10.08.	Rights of Trustee	87
Section 10.09.	Distributions and Notices to, and Notices and Consents by, Representatives of Holders of Senior Debt	88
Section 10.10.	Trust Moneys Not Subordinated; Payments in Permitted Junior Securities	88
Section 10.11.	Trustee Entitled to Rely	88
Section 10.12.	Trustee to Effectuate Subordination	88
Section 10.13.	Trustee Not Fiduciary for Holders of Senior Debt	88
Section 10.14.	Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver	89

iii

		Page
ARTICLE XI	Security Guarantees	89
Section 11.01.	Security Guarantees	89
Section 11.02.	Limitation on Liability; Release	91
Section 11.03.	Successors and Assigns	92
Section 11.04.	No Waiver	92
Section 11.05.	Modification	92
Section 11.06.	Execution and Delivery of Security Guarantee	92
ARTICLE XII	Miscellaneous	93
Section 12.01.	Trust Indenture Act Controls	93
Section 12.02.	Notices	93
Section 12.03.	Communication by Holders with Other Holders	93
Section 12.04.	Certificate and Opinion as to Conditions Precedent	93
Section 12.05.	Statements Required in Certificate or Opinion	94
Section 12.06.	When Securities Disregarded	94
Section 12.07.	Rules by Trustee, Paying Agent and Registrar	94
Section 12.08.	Legal Holidays	94
Section 12.09.	GOVERNING LAW	95
Section 12.10.	No Recourse Against Others	95
Section 12.11.	Successors	95
Section 12.12.	Multiple Originals	95
Section 12.13.	Table of Contents; Headings	95
Section 12.14.	Severability	95
Section 12.15.	No Adverse Interpretation of Other Agreements	95

EXHIBITS

EXHIBIT A	FORM OF SECURITY
EXHIBIT B	RESTRICTED LEGEND
EXHIBIT C	DTC LEGEND
EXHIBIT D	REGULATION S CERTIFICATE
EXHIBIT E	RULE 144A CERTIFICATE
EXHIBIT F	INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE
EXHIBIT G	CERTIFICATE OF BENEFICIAL OWNERSHIP
EXHIBIT H	TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND

iv

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N/A
(a)(4)	N/A
(b)	7.08; 7.10
(c)	N/A
311 (a)	7.11
(b)	7.11
(c)	N/A
312 (a)	2.05
(b)	12.03
(c)	12.03
313 (a)	7.06
(b)(1)	N/A
(b)(2)	7.06
(c)	12.02
(d)	7.06
314 (a)	4.02; 4.09
(b)	N/A
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	12.04
(d)	N/A
(e)	12.05
(f)	N/A
315 (a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316 (a) (last sentence)	12.06
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N/A
(b)	6.07
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.03
318 (a)	12.01

N/A means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

v

INDENTURE dated as of March 31, 2005, among ATD MERGERSUB, INC., a Delaware corporation (the “Issuer”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (together with its successors, “Holdings”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (or any successor trustee, the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Issuer’s 10 3/4% Senior Notes due 2013 issued on the Issue Date, (ii) any Additional Securities (as defined herein) that may be issued on any other issue date and (iii) if and when issued as provided in a Registration Rights Agreement, the Issuer’s 10 3/4% Senior Notes due 2013 issued in a Registered Exchange Offer (as defined below) in exchange for any Securities referred to in clause (i) or (ii):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Acquired Debt” means, with respect to any specified Person:

(1) Debt of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Debt incurred in connection with, or in contemplation of, such other Person’s merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Debt secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in a Registration Rights Agreement.

“Additional Securities” means any Securities issued under this Indenture in addition to the Initial Securities, including any Exchange Securities issued in exchange for such Additional Securities, having the same terms in all respects as the Initial Securities except that interest will accrue on the Additional Securities from their issue date.

“Affiliate” of any specified Person means:

(1) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person;

(2) any other Person that owns, directly or indirectly, 10% or more of such specified Person’s Voting Stock; or

(3) solely for purposes of the definition of “Initial Control Group,” any Person who is a director or officer of (a) such Person, (b) any Subsidiary of such Person or (c) any Person described in clause (1) or (2) above.

For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or Authenticating Agent.

“Agent Member” means a member of, or a participant in, the Depositary.

“Amended and Restated Credit Facility” means the Fourth Amended and Restated Loan and Security Agreement expected to be dated on or about the Issue Date among American Tire Distributors, Inc., certain other co-borrowers party thereto and the financial institutions named therein, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise).

“Applicable Premium” means, with respect to any Security at any redemption date, the greater of (i) 1.0% of the principal amount of such Security or (ii) the excess of (A) the present value at such time of (1) the redemption price of such Security at April 1, 2009 (such redemption price being set forth in the table in Section 3.07(a)) plus (2) all required interest payments due on such Security through April 1, 2009 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including by way of merger or consolidation or a sale and leaseback); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole shall be governed by Section 5.01 and not by Section 4.06, and

(2) the issue or sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests of any of the Issuer’s Subsidiaries (other than director’s qualifying shares),

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions that have a fair market value in excess of, or for Net Proceeds in excess of $5.0 million.

Notwithstanding the foregoing, the following shall not be Asset Sales:

(a) a transfer of assets or an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary or a transfer of assets by the Issuer to a Restricted Subsidiary;

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(b) a Restricted Payment or Permitted Investment that is permitted by Section 4.04 (including any formation of or contribution of assets to a Subsidiary or joint venture);

(c) any disposition of property or assets (including inventory and accounts receivable) of the Issuer or any of its Subsidiaries in the ordinary course of business, or that in the reasonable judgment of the Issuer, have become uneconomic, obsolete or worn out;

(d) the disposition of Cash Equivalents or cash;

(e) the sale or factoring of receivables or related assets (or a fractional undivided interest therein) on customary market terms pursuant to Credit Facilities or in a Qualified Receivables Transaction but only if the proceeds thereof received by the Issuer and its Restricted Subsidiaries, in the judgment of the Board of Directors, represent the fair market value of such receivables and other assets (net of customary discounts); and

(f) the sale or other disposition of Equity Interests of, or other Investments in, an Unrestricted Subsidiary.

“Authenticating Agent” refers to a Person engaged to authenticate the Securities in the stead of the Trustee.

“Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” or “group,” as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition and (ii) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more members of the Initial Control Group (or one or more members of the Initial Control Group are deemed to share beneficial ownership with one or more other persons of any shares of Capital Stock), (a) such “group” shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group forming a part of such group and (b) any person (other than a member of the Initial Control Group) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by a member of the Initial Control Group that is a part of such group (or in which such person shares beneficial ownership).

“Berkshire Partners” means Berkshire Partners LLC.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or (except if used in the definition of “Change of Control”) any authorized committee of the Board of Directors of such Person;

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(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of any date, an amount equal to the sum of:

(1) 85% of the aggregate book value of all accounts receivable of the Issuer and its Restricted Subsidiaries; and

(2) 65% of the aggregate book value of all inventory owned by the Issuer and its Restricted Subsidiaries;

all calculated on a consolidated basis in accordance with GAAP.

To the extent that information is not available as to the amount of accounts receivable or inventory as of a specific date, the Issuer shall use the most recent available information for purposes of calculating the Borrowing Base.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York State or the state in which the Corporate Trust Office is located are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. The Stated Maturity of any Capital Lease Obligation is the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(3) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

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(2) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank or trust company having capital and surplus in excess of $300 million;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above or whose unsecured long-term Debt is rated not less than “A” by S&P or “A2” by Moody’s at the time such Investment is made or any Affiliate of any such financial institution;

(4) commercial paper rated “A2” or better by S&P or “P2” or better by Moody’s and in each case maturing within one year after the date of acquisition;

(5) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P;

(6) Debt with a rating of “A” or higher from S&P or “A2” or higher from Moody’s having a maturity not more than one year from the date of acquisition; and

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1)-(6) above.

“Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit G.

“Certificated Security” means a Security in registered individual form without interest coupons.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Initial Control Group, becomes the Beneficial Owner, directly or indirectly (whether as a result of the issuance of securities of the Issuer or Holdings, as the case may be, any merger, consolidation, liquidation or dissolution of the Issuer or Holdings, as the case may be, any direct or indirect transfer of securities by the Initial Control Group or otherwise), of more than 50% of the total voting power of the Voting Stock of the Issuer or Holdings as the case may be, and the Initial Control Group does not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Issuer or Holdings, as the case may be;

5

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” other than a member of the Initial Control Group;

(3) at any time after the first public offering of common stock of the Issuer or Holdings, as the case may be, any person other than the Initial Control Group (or their designated board members), (a)(i) nominates one or more individuals for election to the Board of Directors of the Issuer or Holdings, as the case may be, which individuals have not been approved for election by the Initial Control Group or a vote by the majority of the Board of Directors then in office and (ii) solicits proxies, authorizations or consents in connection therewith and (b) such number of nominees elected to serve on the Board of Directors in such election and all previous elections after the Issue Date and not so approved represents a majority of the Board of Directors of the Issuer or Holdings as the case may be, following such election; or

(4) Holdings ceases to beneficially own, directly or indirectly, all of the Equity Interests of the Issuer (other than as a result of a merger, consolidation or transfer of all or substantially all the Issuer’s assets permitted by Section 5.01).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Commodity Hedging Agreements” means any futures contract or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in commodities prices.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) plus, without duplication, to the extent deducted in computing such Consolidated Net Income:

(a) Consolidated Interest Expense (including, without duplication, interest expense of Holdings to the extent related to the Holdings Notes) and the amortization of deferred financing costs of such Person and its Restricted Subsidiaries for such period;

(b) provision for taxes based on income, profits or capital (including franchise taxes) of such Person and its Restricted Subsidiaries for such period;

(c) depreciation and amortization expense, including amortization of inventory write-up under SFAS 141, amortization or write-off of intangibles (including goodwill and the non-cash costs of Interest Rate Agreements, Commodity Hedging Agreements or Currency Agreements, license agreements and non-competition agreements) and non-cash amortization of Capital Lease Obligations;

6

(d) expenses and charges related to any equity offering, incurrence of Debt, Investment or acquisition or divestiture (including any such expenses or charges relating to the Transactions);

(e) the amount of any restructuring or unusual charge or reserve;

(f) any non-cash charge or expense (excluding any such non-cash expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period), including unrealized gains (or less any losses) from hedging, foreign currency or commodities translations and transactions and any write-downs, write-offs, and other non-cash charges, items and expenses;

(g) the amount of any expense relating to any minority interest of Restricted Subsidiaries,

(h) expenses consisting of internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP;

(i) with respect to periods prior to the Issue Date, all items reflected in the calculation of Adjusted EBITDA set forth in footnote five to the section entitled “Summary Historical and Unaudited Pro Forma Consolidated Financial Data” in the Offering Memorandum; and

(j) costs of surety bonds in connection with financing activities;

(2) minus any cash payment for which a reserve or charge of the kind described in clauses (f) or (g) of subclause (1) above was taken during such period.

“Consolidated Coverage Ratio” means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period. In the event that (i) the Issuer or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Debt (other than revolving credit borrowings or revolving advances under any Qualified Receivables Transaction) or issues or redeems Preferred Stock or (ii) any Qualified Holdco Debt of Holdings or the Holdings Notes are incurred, assumed or redeemed, in each case subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Coverage Ratio is made (the “Calculation Date”), then the Consolidated Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Debt, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter reference period, provided that no pro forma effect shall be given to the incurrence of any Permitted Debt incurred on the Calculation Date or the discharge on the Calculation Date of any Debt from the proceeds of any such Permitted Debt.

7

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, and discontinued operations determined in accordance with GAAP on or prior to the Calculation Date, shall be given effect on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations or discontinued operations (and the reduction or increase of any associated Consolidated Interest Expense, and the change in Consolidated Cash Flow, resulting therefrom, including as a result of any Pro Forma Cost Savings) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger or consolidation or discontinued an operation, that would have required adjustment pursuant to this definition, then the Consolidated Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a financial or accounting officer of the Issuer. If any Debt to which pro forma effect is given bears interest at a floating rate, the interest expense on such Debt shall be calculated as if the rate in effect on the Calculation Date had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement in effect on the Calculation Date). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated net interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest expense, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings or any Qualified Receivables Transaction, and net payments (if any) pursuant to Hedging Obligations relating to Interest Rate Agreements or Currency Agreements with respect to Debt, excluding, however, (a) amortization or write-off of debt issuance costs, commissions, fees and expenses and (b) any transaction fees and charges;

(2) the consolidated capitalized interest of such Person and its Restricted Subsidiaries for that period, whether paid or accrued;

8

(3) any interest expense on Debt of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries or any series of preferred stock of any of its Restricted Subsidiaries (other than Guarantors), other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Equity Interests) or to the Issuer or a Restricted Subsidiary of the Issuer; and

(5) in the case of the Issuer, any interest expense of Holdings to the extent related to Qualified Holdco Debt or the Holdings Notes and, without duplication, the amount of any dividends made to Holdings pursuant to clause (8) under Section 4.04(b) during the applicable period;

in each case, determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (without duplication); provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Restricted Subsidiary of such Person and the net losses of any such Person shall only be included to the extent funded with cash from the Issuer or any Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary (other than a Foreign Restricted Subsidiary) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, prohibited by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction with respect to the payment of dividends has been waived;

(3) the cumulative effect of a change in accounting principles shall be excluded (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP);

(4) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Issuer or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Issuer (other than Disqualified Stock);

9

(5) to the extent deducted in determining Net Income, the (a) fees, expenses and other costs incurred in connection with the Transactions on or about the Issue Date, in each case, to the extent that such fee, expense, cost or payment is disclosed in the Offering Memorandum, (b) any amortization or write-off of goodwill or other intangible assets and (c) any increased depreciation or amortization expense or one-time non-cash charges arising solely from the Transactions or any acquisition consummated after the Issue Date (or resulting from purchase accounting in connection therewith) shall in each case be excluded;

(6) any net after tax gain or loss from discontinued operations and any net after tax gain or loss on disposal of discontinued operations shall be excluded; and

(7) in the case of the Issuer, any interest expense of Holdings to the extent related to the Holdings Notes shall be deducted therefrom.

“Corporate Trust Office” means the office of the Trustee specified in Section 12.02 or any other office specified by the Trustee from time to time pursuant to such Section.

“Credit Facilities” means, with respect to the Issuer and its Restricted Subsidiaries, one or more debt facilities (including the Amended and Restated Credit Facility), receivables facilities (including all Qualified Receivables Transactions) or commercial paper facilities with banks, insurance companies or other institutional lenders providing for revolving credit loans, term loans, notes, factoring or other receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables) or letters of credit or other credit facilities, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which the Issuer or any Restricted Subsidiary is a party or of which it is a beneficiary.

“Debt” means, with respect to any Person (without duplication):

(1) any indebtedness of such Person, whether or not contingent,

(a) in respect of borrowed money; or

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances; or

(c) representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than six months after the date of purchase thereof), except any such balance that constitutes an accrued expense or trade payable; or

(d) representing any Hedging Obligations,

10

if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(2) all indebtedness under clause (1) of other Persons secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) provided that the amount of indebtedness of such Person shall be the lesser of:

(a) the fair market value of such asset at such date of determination; and

(b) the amount of such indebtedness of such other Persons;

(3) to the extent not otherwise included, the Guarantee by such Person of any Debt under clause (1) of any other Person; and

(4) any Disqualified Stock of such Person,

provided, however, that Debt shall not include:

(a) obligations of the Issuer or any of its Restricted Subsidiaries arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that:

(i) such obligations are not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (i)); and

(ii) the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition,

(b) (i) obligations under (or constituting reimbursement obligations with respect to) letters of credit, performance bonds, surety bonds, appeal bonds, completion guarantees or similar instruments issued in connection with the ordinary course of a Permitted Business and not in connection with the incurrence of Debt for borrowed money, including letters of credit in respect of workers’ compensation claims, security or lease deposits and self-insurance; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing, and (ii) obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the

11

case of day-light overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such obligations are extinguished within three Business Days of incurrence; or

(c) customer deposits in the ordinary course of business.

Except as otherwise expressly provided in this definition, or in the definition of “Disqualified Stock” the amount of any Debt outstanding as of any date shall be:

(1) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(2) with respect to any Hedging Obligation, the net amount payable if such Hedging Obligation terminated at that time due to default by such Person;

(3) the accreted value thereof, in the case of any Debt issued at a discount to par; or

(4) except as provided above, the principal amount or liquidation preference thereof, in the case of any other Debt.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Depositary” means the depositary of each Global Security, which will initially be DTC.

“Designated Senior Debt” means:

(1) any Debt outstanding under the Amended and Restated Credit Facility;

(2) the Holdings Notes; and

(3) any other Senior Debt permitted under this Indenture, the principal amount of which is $20.0 million or more and that has been designated by Holdings as “Designated Senior Debt.”

“Disqualified Equity Interests” means Disqualified Stock and all warrants, options or other rights to acquire Disqualified Stock (but excluding any debt security that is convertible into, or exchangeable for, Disqualified Stock).

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities; or

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(2) convertible into or exchangeable at the option of the holder thereof at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities for Capital Stock referred to in clause (1) above or Debt.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Issuer or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04; and (C) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Issuer (or any of its Restricted Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time if, in the case of Capital Stock of the Issuer or any of its Restricted Subsidiaries, the terms of such Capital Stock provide that the Issuer or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04.

For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Issuer other than a Foreign Restricted Subsidiary.

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

“DTC Legend” means the legend set forth in Exhibit C.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Exchange Offer” means an offer by the Issuer to the Holders of any Initial Securities to exchange outstanding Securities for Exchange Securities, as provided for in a Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

“Exchange Securities” means the Securities of the Issuer issued pursuant to this Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Securities or any Initial Additional Securities in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Securities or any Initial Additional Securities (except that (i) such Exchange Securities will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

“Excluded Cash Contributions” means net cash proceeds or cash contributions designated as such pursuant to Section 4.04(b)(2).

“Existing Debt” means Debt of the Issuer and its Restricted Subsidiaries (other than Debt under the Amended and Restated Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“Floating Rate Notes” means the Issuer’s Senior Floating Rate Notes due 2012 to be issued on the Issue Date and any securities issued in exchange therefor pursuant to a registration rights agreement.

“Foreign Restricted Subsidiary” means any direct or indirect Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP as in effect as of the Issue Date.

“Global Security” means a Security in registered global form without interest coupons.

“Government Notes” means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Goodyear” means The Goodyear Tire & Rubber Company.

“Greenbriar” means Greenbriar Equity Group LLC.

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“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Debt.

“Guarantors” means:

(1) Holdings;

(2) each of the Issuer’s Domestic Restricted Subsidiaries on the Issue Date, other than any Immaterial Subsidiaries;

(3) each Restricted Subsidiary that executes and delivers a Security Guarantee after the Issue Date; and

(4) their respective successors and assigns,

in each case until released from its Security Guarantee in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Interest Rate Agreements, Currency Agreements or Commodity Hedging Agreements.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Holding Company” means Holdings (or any successor by merger or consolidation to Holdings) or any other direct or indirect parent of the Issuer.

“Holdings Notes” means Holdings’ 13% Senior Discount Notes due 2013 to be issued on the Issue Date and any securities issued in exchange therefor pursuant to a registration rights agreement.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $1,000,000 and whose total revenues for the most recent 12 month period do not exceed $1,000,000; provided that a Restricted Subsidiary shall not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Debt of the Issuer or any Guarantor. An Immaterial Subsidiary shall remain an Immaterial Subsidiary (and shall not be deemed to have ceased to be such) until the earlier of (i) 45 days after the last day of any fiscal quarter on which such Subsidiary no longer qualifies as such or (ii) the date on which financial statements become available showing that such Subsidiary no longer qualifies as such as of the date of such financial statements.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Initial Additional Securities” means Additional Securities issued in an offering not registered under the Securities Act and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

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“Initial Control Group” means Investcorp, its Affiliates, Berkshire Partners, its Affiliates, Greenbriar and its Affiliates and any Person acting in the capacity of an underwriter or initial purchaser in connection with a public or private offering of the Issuer’s or Holdings’ Capital Stock.

“Initial Purchasers” means (i) in the case of the Initial Securities, Banc of America Securities LLC, Credit Suisse First Boston LLC and Wachovia Securities LLC and (ii) in the case of any Additional Securities, the initial purchasers thereof.

“Initial Securities” means the Securities issued on the Issue Date and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, repurchase agreement, futures contract or other financial agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary against fluctuations in interest rates.

“Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit F hereto.

“Investcorp” means Investcorp S.A., a Luxembourg société anonyme.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding Guarantees of Debt not otherwise prohibited from being incurred under this Indenture), advances or capital contributions (excluding commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing plan contributions made in the ordinary course of business), and purchases or other acquisitions for consideration of Debt, Equity Interests or other securities. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed, as determined in good faith by the Board of Directors of the Issuer.

“Issue Date” means the date on which the Initial Securities are first issued under this Indenture.

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

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“Merger Agreement” means the Amended and Restated Agreement and Plan of Merger among Holdings, Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC, as Stockholders’ Representative, and the Issuer as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any Person and any period, the unconsolidated net income (or loss) of such Person for such period, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends of such Person, excluding, however:

(1) any extraordinary or non-recurring gains or losses or charges (with all one-time fees, expenses and payments made on or about the Issue Date in connection with the Transactions and disclosed in the Offering Memorandum being deemed non-recurring for this purpose); any gains or losses or charges from the sale of assets outside the ordinary course of business; and any losses or charges constituting amortization of annual management fees to the extent that such fees were prepaid in cash on or about the Issue Date as disclosed in the Offering Memorandum, in each case together with any related provision for taxes on such gain or loss or charges; and

(2) deferred financing costs written off in connection with the early extinguishment of Debt.

“Net Proceeds” means the aggregate cash proceeds or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees, and brokerage and sales commissions) and any relocation, redundancy and closing costs incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts applied to the repayment of principal, premium, if any, and interest on Debt of the Issuer and its Restricted Subsidiaries that is not subordinated to the Securities and required (other than as required by Section 4.06(b)(1) or 4.06(c)(2)) to be paid as a result of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any deduction of appropriate amounts to be provided by the Issuer and its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Issuer and its Restricted Subsidiaries after such Asset Sale, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Asset Sale.

“Non-Recourse Debt” means Debt:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

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(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt (other than the Securities) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they shall not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries;

provided that, notwithstanding the foregoing, the Issuer and any of its other Subsidiaries that sell receivables to the Person incurring such Debt shall be allowed to provide such representations, warranties, covenants and indemnities as are customarily required in such transactions so long as no such representations, warranties, covenants or indemnities constitute a Guarantee of payment or recourse against credit losses.

“Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Offering Memorandum” means the offering memorandum dated March 23, 2005 relating to the sale of $150,000,000 aggregate principal amount of Initial Securities, $140,000,000 aggregate principal amount of Floating Rate Notes and $51,480,000 aggregate principal amount at maturity of Holdings Notes.

“Officers” means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the Trustee.

“Officers’ Certificate” means a certificate signed by two Officers.

“Offshore Global Security” means a Global Security representing Securities issued and sold pursuant to Regulation S.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers’ Certificate, without any independent investigation.

“Pari Passu Debt” means any unsubordinated Debt of the Issuer or any Subsidiary Guarantor, other than Secured Debt.

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“Payment” means, for purposes of Article X and with respect to the Securities and Security Guarantees, any payment, whether in cash or other assets or property, of interest, principal, premium, or any other amount on, of or in respect of the Securities, any other acquisition of Securities and any deposit into the trust described in Article VIII. The verb “pay” has a correlative meaning.

“Permanent Offshore Global Security” means an Offshore Global Security that does not bear the Temporary Offshore Global Security Legend.

“Permitted Business” means the businesses conducted by the Issuer and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

“Permitted Investments” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary (including in any Equity Interests of a Restricted Subsidiary);

(2) any Investment in (a) cash or Cash Equivalents or (b) to the extent determined by the Issuer in good faith to be necessary for local currency working capital requirements of a Foreign Restricted Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Restricted Subsidiary having such requirements;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any securities or assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.06 or in connection with any disposition of assets not constituting an Asset Sale (except for dispositions exempt from such definition pursuant to clause (b) of the exceptions thereto);

(5) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of any Holding Company;

(6) any Investments relating to a Receivables Subsidiary;

(7) loans or advances to employees and officers (or loans to Holdings, the proceeds of which are used to make loans or advances to employees or officers, or guarantees of third-party loans to employees or officers) in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $1.0 million;

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(8) stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of debts (whether pursuant to a plan of reorganization or similar arrangement);

(9) any Investment existing on the Issue Date;

(10) Investments in Interest Rate Agreements, Currency Agreements and Commodity Hedging Agreements not otherwise prohibited under this Indenture;

(11) Investments in split dollar life insurance policies on officers and directors of the Issuer and its Subsidiaries in the ordinary course of business;

(12) receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Issuer or Restricted Subsidiary deems reasonable);

(13) any Investment in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(14) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Junior Securities” means:

(1) Equity Interests in Holdings; or

(2) debt securities of Holdings that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, Holdings’ Security Guarantee is subordinated to Senior Debt under this indenture.

“Permitted Liens” means:

(1) Liens securing Debt (including Debt arising from a Qualified Receivables Transaction) that is permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt” (and Obligations in respect thereof) and/or securing Hedging Obligations related thereto;

(2) Liens in favor of the Issuer or any Restricted Subsidiary;

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(3) Liens on property (i) existing at the time of acquisition thereof or (ii) of a Person existing at the time such Person is merged into or consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or those of the Person so acquired (including through merger or consolidation);

(4) Liens that secure Debt of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer and not incurred in contemplation thereof, provided that such Liens do not extend to any assets other than those of the Person that became a Restricted Subsidiary of the Issuer;

(5) banker’s Liens, rights of setoff and Liens to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Debt (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of any property, in each case covering only the assets acquired, constructed or improved with such Debt or the Capital Stock of any Person owning such assets; provided that such Debt is incurred within 180 days after the date of such purchase or completion of such construction or improvement;

(7) Liens existing on the Issue Date (not otherwise constituting Permitted Liens);

(8) Liens on accounts receivables and related assets incurred in connection with a Qualified Receivables Transaction;

(9) (A) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and (B) Liens for taxes, assessments or governmental charges or claims, in each case, that are not yet due or delinquent or that are bonded, as the case may be, or that are being contested in good faith and by appropriate proceedings provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(10) Liens, pledges or deposits in connection with (A) workmen’s compensation obligations and general liability exposure of the Issuer and its Restricted Subsidiaries and (B) unemployment insurance and other social security legislation;

(11) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit;

(12) (A) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary of the Issuer has easement rights or on any real property leased by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (B) any condemnation or eminent domain proceedings affecting any real property;

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(13) Liens arising by reason of a judgment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;

(14) Liens (a) on assets or properties subject to a Permitted Lien securing Debt permitted by this Indenture to be incurred, securing Interest Rate Agreements in respect of such Debt or (b) securing Hedging Obligations entered into in the ordinary course of business;

(15) extensions, renewals or replacements of any Liens referred to in clauses (3), (4), or (6) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Indebtedness,” the amount secured by such Lien is not increased;

(16) any provision for the retention of title to an asset by the vendor or transferor of such asset if such asset is acquired by the Issuer or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(17) Liens on Capital Stock of Unrestricted Subsidiaries;

(18) Liens on any escrow account used in connection with pre-funding Permitted Refinancing Debt in accordance with the definition thereof;

(19) Liens on the deposit of funds to redeem the Series D 10% Senior Notes due 2008 outstanding on the Issue Date issued pursuant to the Indenture, dated as of December 1, 1998, among the Issuer, the subsidiary guarantors named therein and Wachovia Bank, National Association (as successor to First Union National Bank), as trustee; and

(20) other Liens securing Debt in an aggregate principal amount outstanding not to exceed 5.0% of Total Assets at the time of incurrence.

“Permitted Refinancing Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Debt of the Issuer or any of its Restricted Subsidiaries incurred in compliance with this Indenture; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Debt so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable premium and fees and expenses incurred in connection therewith);

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(2) principal payments required under such Permitted Refinancing Debt have a Stated Maturity no earlier than the earlier of

(i) the Stated Maturity of those under the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(ii) the maturity date of the Securities;

(3) in the case of term Debt, such Permitted Refinancing Debt has a Weighted Average Life to Maturity equal to or greater than the lesser of

(i) the Weighted Average Life to Maturity of the Debt being extended, refinanced, renewed, replaced, defeased or refunded and

(ii) the Weighted Average Life to Maturity of the Securities;

(4) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Securities, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Securities on terms at least as favorable to the holders of the Securities as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(5) such Debt is incurred either by the Issuer or any Guarantor or by the Restricted Subsidiary who is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded.

The Issuer or any Restricted Subsidiary may incur Permitted Refinancing Debt not more than six months prior to the application of the proceeds thereof to repay the Debt to be refinanced; provided that upon the incurrence of such Permitted Refinancing Debt (i) the Issuer shall provide written notice thereof to the Trustee, specifically identifying the Debt to be refinanced with Permitted Refinancing Debt and (ii) the Issuer shall deposit the net proceeds of such issuance in escrow for the benefit of the holders of the Debt to be refinanced.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof) or any other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Pro Forma Cost Savings” means with respect to any reference period ended on or before any date of determination (the “Calculation Date”), the pro forma effect of any cost savings that (1) are attributable to any Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations, (2) either (a) have been calculated on a basis consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the Issue Date or (b) have begun to be

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implemented on the Calculation Date or have been identified and approved by the Board of Directors and are reasonably expected to begin to be implemented within six months following the date of such Investment, acquisition, disposition, merger, consolidation or discontinued operations and (3) are determined based on a supportable, good faith estimate of the principal financial officer of the Issuer, as if all such cost savings had been effected as of the beginning of such reference period, decreased by any incremental expenses (other than capitalized expenses) that are or would be incurred during the reference period in order to achieve such cost savings.

“Qualified Holdco Debt” means any Debt incurred by Holdings (which may be guaranteed by the Issuer or any Restricted Subsidiary to the extent otherwise permitted hereby) (a) the net proceeds of which are contributed to the Issuer within five Business Days of the incurrence (but only so long as such proceeds are not returned to Holdings) or (b) to finance some or all of its acquisition of assets of another Person (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) that is designated by the principal financial officer of the Issuer as Qualified Holdco Debt; provided that (i) in the case of Debt referred to in clause (b), such assets are used or useful in a Permitted Business and are contributed within five Business Days of the acquisition thereof to the Issuer or a Restricted Subsidiary of the Issuer, (ii) at the time such Indebtedness is designated as Qualified Holdco Debt, the Issuer could have incurred such Debt under the Coverage Ratio Exception or as Permitted Debt and (iii) the Holdings Notes issued on the Issue Date shall not constitute Qualified Holdco Debt.

“Qualified Receivables Transaction” means, with respect to any Person, any receivables securitization or factoring program pursuant to which such Person receives proceeds pursuant to a sale, pledge or other encumbrance of its receivables. A Qualified Receivables Transaction involving the sale, pledge or other encumbrance of receivables of, and the direct or indirect receipt of the proceeds thereof by, the Issuer or any Restricted Subsidiary thereof shall constitute a Qualified Receivables Transaction of the “Issuer” and/or its “Restricted Subsidiaries” whether or not as part of such securitization or factoring program such receivables are initially contributed or otherwise transferred to an Unrestricted Subsidiary of the Issuer (and then resold or encumbered by such Unrestricted Subsidiary).

“Receivables Subsidiary” means a wholly owned Subsidiary of the Issuer which engages in no activities other than in connection with the financing of receivables and related assets which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary (a) no portion of any Debt or any other obligations (contingent or otherwise) of which directly or indirectly, contingently or otherwise, (1) is guaranteed by the Issuer or a Restricted Subsidiary of the Issuer (excluding Standard Securitization Undertakings), (2) is recourse to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of the Issuer or a Restricted Subsidiary of the Issuer to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions, and (c) with which neither the Issuer nor a Restricted Subsidiary of the Issuer has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of

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the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Issuer and the Initial Purchasers party thereto with respect to the Initial Securities, and (ii) with respect to any Additional Securities, any registration rights agreements between the Issuer and the Initial Purchasers party thereto relating to rights given by the Issuer to the purchasers of Additional Securities to require the Issuer to register such Additional Securities or exchange them for Securities registered under the Securities Act.

“Registered Exchange Offer” means an offer made by the Issuer pursuant to a Registration Rights Agreement and under an effective registration statement under the Securities Act to exchange for outstanding Initial Securities or Additional Securities Exchange Securities substantially identical in all material respects to such Initial Securities or Additional Securities (except for the differences provided for in such offer).

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Certificate” means a certificate substantially in the form of Exhibit D hereto.

“Representative” means any agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Legend” means the legend set forth in Exhibit B.

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” refers to a Restricted Subsidiary of the Issuer.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Issuer and the Trustee to the effect that the Person making such certification (x) is acquiring such Security (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

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“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Secured Debt” means any Debt secured by a Lien on assets of the Issuer or any Subsidiary Guarantor.

“Securities” means any securities authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Securities” shall include any Exchange Securities to be issued and exchanged for any Initial Securities pursuant to a Registration Rights Agreement and this Indenture. From and after the issuance of any Additional Securities (but not for purposes of determining whether such issuance is permitted hereunder), “Securities” shall include such Additional Securities for purposes of this Indenture and all Exchange Securities from time to time issued with respect to any such Additional Securities. All Securities, including any such Additional Securities, shall vote together as one series of Securities under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Guarantee” means the unconditional Guarantee by each Guarantor of the Issuer’s Obligations under the Securities, as set forth in Article XI hereof. Any Guarantor that is not a party to this Indenture on the Issue Date shall become a Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to Sections 4.12 and 9.01.

“Securityholder” means Holder.

“Senior Debt” means:

(1) all Debt of Holdings outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) the Holdings Notes;

(3) any other Debt of Holdings (including Acquired Debt), unless the instrument under which such Debt is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Holdings’ Security Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the preceding, Senior Debt shall not include:

(1) any liability for federal, state, local or other taxes owed or owing by Holdings;

(2) any Debt of Holdings to any of Holdings’ Subsidiaries or other Affiliates (other than Debt under a Credit Facility to any Affiliate); or

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(3) any trade payables.

“Senior Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer.

“Series B Preferred Stock” means the Series B Preferred Stock of Holdings to be issued on the Issue Date to Goodyear in exchange for the Series B Cumulative Redeemable Preferred Stock of the Issuer owned by Goodyear prior to the Issue Date.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Specified Affiliate Payments” means:

(1) the direct or indirect repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer, or payments to Holdings on account of any such acquisition or retirement for value of any Equity Interests of Holdings, held by any future, present or former employee, director, officer or consultant (that is a natural person) of Holdings or the Issuer (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions or retirements pursuant to this clause (1) (without giving effect to the immediately following proviso) of $6.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer (including by way of capital contribution) after the Issue Date from the sale of Equity Interests of Holdings or the Issuer to employees, directors, officers or consultants of Holdings, the Issuer or its Subsidiaries that occurs in such calendar year (it being understood that such cash proceeds shall be excluded from the Restricted Payments Basket) plus

(b) the cash proceeds from key man life insurance policies received by the Issuer and its Restricted Subsidiaries in such calendar year (including proceeds from the sale of such policies to the person insured thereby);

(it being understood that all or any portion of the aggregate amount under (a) and (b) may be applied in any calendar year provided further that cancellation of Debt owing to the Issuer from employees, directors, officers or consultants of the Issuer or any of its

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Subsidiaries (which Debt was incurred to finance the acquisition of such Equity Interests) in connection with a repurchase of Equity Interests of the Issuer shall not be deemed to constitute a Restricted Payment for purposes of this Indenture); and

(2) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Equity Interests;

(3) the payment of dividends, other distributions or other amounts by the Issuer to Holdings in amounts equal to amounts required for Holdings to pay federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer or any of the Restricted Subsidiaries and at such times as such taxes are due; and

(4) dividends, other distributions or other amounts paid by the Issuer to Holdings (a) in amounts equal to amounts required for Holdings to pay franchise taxes and other expenses required to maintain its corporate existence and provide for other operating costs of up to $1.0 million per fiscal year or (b) to pay, or reimburse Holdings for, the costs, fees and expenses incident to a private placement or public offering of any of the Capital Stock of Holdings, so long as the net proceeds of such offering (if it is completed) are contributed to the Issuer.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or a Restricted Subsidiary which are reasonably customary in a receivables securitization transaction.

“Stated Maturity” means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

“Subordinated Debt” means any Debt of the Issuer or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the Securities issued under this Indenture or the Security Guarantees.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

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Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Subsidiary Guarantors” means each of the Issuer’s existing and future Restricted Subsidiaries that execute Security Guarantees.

“Subsidiary Security Guarantee” means a guarantee of a Security by a Subsidiary Guarantor.

“Temporary Offshore Global Security” means an Offshore Global Security that bears the Temporary Offshore Global Security Legend.

“Temporary Offshore Global Security Legend” means the legend set forth in Exhibit H.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture, except as stated in Section 9.03.

“Total Assets” means, at any time, the total consolidated assets of the Issuer and its Restricted Subsidiaries at such time, determined in accordance with GAAP. For the purposes of Section 4.03(b)(4), Total Assets shall be determined giving pro forma effect to the lease, acquisition, construction or improvement of the assets being leased, acquired, constructed or improved with the proceeds of the relevant Debt.

“Transactions” means the transactions contemplated by the Merger Agreement, including the sale of equity interests in Holdings to members of the Initial Control Group, the issuance of the Securities and the Floating Rate Notes, the issuance of the Holdings Notes, the amendment and restatement of, and borrowings under, the Amended and Restated Credit Agreement, the redemption of the Issuer’s Series D 10% Senior Notes due 2008, Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and the exchange of the Issuer’s Series B Cumulative Redeemable Preferred Stock for Series B Preferred Stock of Holdings.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2009; provided, however, that if the period from the redemption date to April 1, 2009, is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Officer” means, when used with respect to the Trustee or Paying Agent, any officer within the corporate trust department of the Trustee or Paying Agent, as applicable, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee or Paying Agent who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or

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to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer that is designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary,

but only to the extent permissible under Section 4.10.

“U.S. Global Security” means a Global Security that bears the Restricted Legend representing Securities issued and sold pursuant to Rule 144A.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is normally entitled (without regard to the occurrence of any contingency) entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2) the then outstanding principal amount of such Debt.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

Term	Defined in Section
Affiliate Transaction	4.07(a)
Asset Sale Offer	3.09(a)
Bankruptcy Law	6.01(c)
Change of Control Offer	3.09(a)
Change of Control Payment	4.08(a)

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Term	Defined in Section
Covenant Defeasance	8.01(c)
Coverage Ratio Exception	4.03(a)
Custodian	6.01(c)
Designation	4.10(a)
DTC	2.03
Event of Default	6.01(a)
Excess Proceeds	4.06(c)
Guaranteed Obligations	11.01(a)
Holdings	Preamble
incur	4.03(a)
Indemnified Party	7.07
Issuer	Preamble
Legal Defeasance	8.01(b)
Legal Holiday	12.08
nonpayment default	10.03(a)(2)
Offer Amount	3.09(a)(i)(B)
Offer Period	3.09(a)(i)
Paying Agent	2.03
Payment Blockage Notice	10.03(a)(2)
Permitted Debt	4.03(b)
protected purchaser	2.04
Purchase Date	3.09(a)(i)(B)
Register	2.11(a)
Registrar	2.03
Repurchase Offer	3.09(a)
Restricted Payments	4.04(a)
Restricted Payments Basket	4.04(a)(iii)
retiring Trustee	7.08
Revocation	4.10(c)
Trustee	Preamble

SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture, except that Section 316 is expressly excluded, to the maximum extent permissible thereunder. The following TIA terms have the following meanings:

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

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All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it, and all accounting definitions shall be made, in accordance with GAAP;

(3) “or” is not exclusive;

(4) “including” means “including without limitation”;

(5) words in the singular include the plural and words in the plural include the singular;

(6) unsecured Debt shall not be deemed to be subordinate or junior to Secured Debt merely by virtue of its nature as unsecured Debt;

(7) all references to “principal” of the Securities include redemption price and purchase price and all references to “interest” on the Securities include Additional Interest, if any; and

(8) all exhibits are incorporated by reference herein and expressly made a part of this Indenture.

ARTICLE II

THE SECURITIES

SECTION 2.01. Form, Dating and Denominations.

(a) The Securities and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Securities annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Securities may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Issuer is subject, or usage. Each Security will be dated the date of its authentication. The Securities will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.

(b) (1) Except as otherwise provided in paragraph (c), Section 2.12(b)(3), (b)(5), or (c) or Section 2.11(b)(4), each Initial Security or Initial Additional Security (other than a Permanent Offshore Global Security) will bear the Restricted Legend.

(2) Each Global Security, whether or not an Initial Security or Additional Security, will bear the DTC Legend.

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(3) Each Temporary Offshore Global Security will bear the Temporary Offshore Global Security Legend.

(4) Initial Securities and Initial Additional Securities offered and sold in reliance on Regulation S will be issued as provided in Section 2.13(a).

(5) Initial Securities and Initial Additional Securities offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Securities offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Securities.

(6) Exchange Securities will be issued, subject to Section 2.11(b), in the form of one or more Global Securities.

(c) (1) If the Issuer determines (upon the advice of counsel and such other certifications and evidence as the Issuer may reasonably require) that a Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Security (or a beneficial interest therein) are effected in compliance with the Securities Act, or

(2) after an Initial Security or any Initial Additional Security is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer, the Issuer may instruct the Trustee to cancel the Security and issue to the Holder thereof (or to its transferee) a new Security of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

(d) By its acceptance of any Security bearing the Restricted Legend (or any beneficial interest in such a Security), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Security (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Security (and any such beneficial interest) only in accordance with this Indenture and such legend.

SECTION 2.02. Execution and Authentication; Exchange Securities; Additional Securities.

(a) An Officer shall execute the Securities for the Issuer by facsimile or manual signature in the name and on behalf of the Issuer. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security will still be valid.

(b) A Security will not be valid until the Trustee manually signs the certificate of authentication on the Security, with the signature conclusive evidence that the Security has been authenticated under this Indenture.

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(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver

(i) Initial Securities for original issue in the aggregate principal amount not to exceed $150,000,000,

(ii) Initial Additional Securities from time to time for original issue in aggregate principal amounts specified by the Issuer, and

(iii) Exchange Securities from time to time for issue in exchange for a like principal amount of Initial Securities or Initial Additional Securities after the following conditions have been met:

(1) Receipt by the Trustee of an Officers’ Certificate specifying

(A) the amount of Securities to be authenticated and the date on which the Securities are to be authenticated,

(B) whether the Securities are to be Initial Securities, Additional Securities or Exchange Securities,

(C) in the case of Initial Additional Securities, that the issuance of such Securities does not contravene any provision of Article IV,

(D) whether the Securities are to be issued as one or more Global Securities or Certificated Securities, and

(E) other information the Issuer may determine to include or the Trustee may reasonably request.

(2) In the case of Exchange Securities, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Securities or Initial Additional Securities exchanged for Exchange Securities will be cancelled by the Trustee.

SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”) and where notices and demands to or upon the Issuer in respect of the Securities and the Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02.

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The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer initially designates the Corporate Trust Office as such office of the Issuer in accordance with this Section 2.03.

The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA not otherwise excluded hereunder. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either the Issuer or any domestically organized Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities, and the Trustee shall initially be the securities custodian with respect to the Global Securities.

The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee, provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuer; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

SECTION 2.04. Paying Agent to Hold Money in Trust. By 10:00 a.m. on the Business Day prior to each due date of the principal and interest on any Security, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Wholly Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Issuer in making any such payment within one Business Day thereof. If the Issuer

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or a Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Any money deposited with any Paying Agent, or then held by the Issuer or a permitted Wholly Owned Restricted Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to the Issuer at its request, or, if then held by the Issuer or a permitted Wholly Owned Restricted Subsidiary, shall be discharged from such trust; and the Securityholders shall thereafter, as general unsecured creditors, look only to the Issuer for payment thereof, and all liability of the Paying Agent with respect to such money, and all liability of the Issuer or such permitted Wholly Owned Restricted Subsidiary as trustee thereof, shall thereupon cease.

SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.06. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i) notifies the Issuer or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee and the Issuer including evidence of the destruction, loss or theft of the Security. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security including the payment of a sum sufficient to cover any tax or other governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuer.

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The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.07. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 12.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.06, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date, repurchase date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.08. Temporary Securities. Until Certificated Securities and Global Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Certificated Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Certificated Securities or Global Securities, as the case may be, and deliver them in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder.

SECTION 2.09. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver canceled Securities to the Issuer in accordance with the Trustee’s customary procedures. The Issuer shall not issue new Securities to replace Securities that have been redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.10. CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in “CUSIP” numbers.

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SECTION 2.11. Registration, Transfer and Exchange.

(a) The Securities will be issued in registered form only, without coupons, and the Issuer shall cause the Trustee to maintain a register (the “Register”) of the Securities, for registering the record ownership of the Securities by the Holders and transfers and exchanges of the Securities.

(b) (1) Each Global Security will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(2) Each Global Security will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as set forth in Section 2.11(b)(4) and (ii) transfers of portions thereof in the form of Certificated Securities may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.12.

(3) Agent Members will have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

(4) If (x) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for a Global Security and a successor depositary is not appointed by the Issuer within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Security for one or more Certificated Securities in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Security will be deemed canceled. If such Security does not bear the Restricted Legend, then the Certificated Securities issued in exchange therefor will not bear the Restricted Legend. If such Security bears the Restricted Legend, then the Certificated Securities issued in exchange therefor will bear the Restricted Legend.

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(c) Each Certificated Security will be registered in the name of the Holder thereof or its nominee.

(d) A Holder may transfer a Security (or a beneficial interest therein) to another Person or exchange a Security (or a beneficial interest therein) for another Security or Securities of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.12. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for such purpose; provided that

(x) no transfer or exchange will be effective until it is registered in such register; and

(y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Security for a period of 15 days before a selection of Securities to be redeemed or purchased pursuant to a Repurchase Offer, (ii) to register the transfer of or exchange any Security so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Security not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to a Repurchase Offer is to occur after a regular record date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Security on or after the regular record date and before the date of redemption or purchase. Prior to the registration of any transfer, the Issuer, the Trustee and their agents will treat the Person in whose name the Security is registered as the owner and Holder thereof for all purposes (whether or not the Security is overdue), and will not be affected by notice to the contrary.

From time to time the Issuer will execute and the Trustee will authenticate additional Securities as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

No service charge will be imposed in connection with any transfer or exchange of any Security, but the Issuer and the Trustee/Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).

(e) (1) Global Security to Global Security. If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

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(2) Global Security to Certificated Security. If a beneficial interest in a Global Security is transferred or exchanged for a Certificated Security, the Trustee will (x) record a decrease in the principal amount of such Global Security equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Securities in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(3) Certificated Security to Global Security. If a Certificated Security is transferred or exchanged for a beneficial interest in a Global Security, the Trustee will (x) cancel such Certificated Security, (y) record an increase in the principal amount of such Global Security equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

(4) Certificated Security to Certificated Security. If a Certificated Security is transferred or exchanged for another Certificated Security, the Trustee will (x) cancel the Certificated Security being transferred or exchanged, (y) deliver one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Security (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more Certificated Securities in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

SECTION 2.12. Restrictions on Transfer and Exchange.

(a) The transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.11 and, in the case of a Global Security (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

(b) Subject to paragraph (c), the transfer or exchange of any Security (or a beneficial interest therein) of the type set forth in column A below for a Security (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with

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the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Security	U.S. Global Security	(1)
U.S. Global Security	Offshore Global Security	(2)
U.S. Global Security	Certificated Security	(3)
Offshore Global Security	U.S. Global Security	(4)
Offshore Global Security	Offshore Global Security	(1)
Offshore Global Security	Certificated Security	(5)
Certificated Security	U.S. Global Security	(4)
Certificated Security	Offshore Global Security	(2)
Certificated Security	Certificated Security	(3)

(1) No certification is required.

(2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required.

(3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Issuer may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Security that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.

(4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

(5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Security. If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Security, no certification is required and the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.

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(c) No certification is required in connection with any transfer or exchange of any Security (or a beneficial interest therein)

(1) after such Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Issuer has provided the Trustee with an Officer’s Certificate to that effect, and the Issuer may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

(2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer.

Any Certificated Security delivered in reliance upon this paragraph will not bear the Restricted Legend.

(d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Security (or a beneficial interest therein), and the Issuer will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

SECTION 2.13. Reg. S Temporary Offshore Global Securities.

(a) Each Security originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Securities that bear the Temporary Offshore Global Security Legend.

(b) An owner of a beneficial interest in a Temporary Offshore Global Security (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Security, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Security by the amount of such beneficial interest.

(c) Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Security, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Security, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Security by the amount of such beneficial interest.

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(d) Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Security shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect of such beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Security or transferred for an interest in another Global Security or a Certificated Security.

SECTION 2.14. Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this paragraph, such manner of payment shall be deemed practicable by the Trustee.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Securities pursuant to Section 3.07, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Section of this Indenture pursuant to which the redemption shall occur.

The Issuer shall give each notice to the Trustee provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption shall comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 30 days after the date of notice to the Trustee, unless the Trustee otherwise agrees. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 3.02. Selection. If less than all of the Securities are to be redeemed at any time, selection of Securities for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or, if the Securities are not so listed, on a pro rata basis (among the Initial Securities and any Additional Securities, as one class), by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Securities of $1,000 or less shall be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security

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shall state the portion of the principal amount thereof to be redeemed. On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest ceases to accrue on Securities or portions of them called for redemption.

SECTION 3.03. Notice. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture. Notices of redemption may not be conditional. The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed;

(6) that, unless the Issuer defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Securities pursuant to which the Securities called for redemption are being redeemed;

(8) the CUSIP number, if any, printed on the Securities being redeemed; and

(9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Issuer’s request (which may be revoked at any time in writing prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the date fixed for redemption and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date; provided that if the redemption date is after a regular record date and on or prior to the

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interest payment date, the accrued and unpaid interest, if any, shall be payable to the Securityholder of the redeemed Securities registered at the close of business on the relevant record date. If mailed in the manner herein, the notice shall be conclusively presumed to have been given whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. By 10:00 a.m. on the Business Day prior to the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on the redemption date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.07. Optional Redemption.

(a) Except as set forth in Section 3.07(b), (c) or (d), the Securities may not be redeemed prior to April 1, 2009. Thereafter, the Securities shall be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2009	105.375%
2010	102.688%
2011 and thereafter	100.000%

(b) In addition, at any time and from time to time, prior to April 1, 2008, the Issuer may redeem up to 35% of the sum of (1) the original aggregate principal amount of Securities issued on the Issue Date and (2) the original aggregate principal amount of any Additional Securities issued under this Indenture on any issue date, if any, at a redemption price of 110.75% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of a public offering of common stock of the Issuer or a public offering of common stock of Holdings, the proceeds of which are contributed as common equity capital to the Issuer; provided that (1) at least 65% of the sum of (a) the original aggregate principal amount of Initial Securities issued under this Indenture and

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(b) the original aggregate principal amount of Additional Securities, if any, issued under this Indenture, if any, remains outstanding immediately after the occurrence of such redemption; and (2) such redemption shall occur within 90 days of the date of the closing of such public offering.

(c) At any time on or prior to April 1, 2009, the Securities may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a Change of Control (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control). The redemption price will be equal to (i) 100% of the principal amount of the Securities, plus (ii) accrued interest, if any, to the redemption date (subject to the rights of Holders on relevant record dates to receive interest due on the relevant interest payment date), plus (iii) the Applicable Premium, if any.

SECTION 3.08. No Sinking Fund. There shall be no sinking fund for the payment of principal on the Securities to the Securityholders.

SECTION 3.09. Repurchase Offers.

(a) If the Issuer shall be required to commence an offer to all Holders to purchase Securities (a “Repurchase Offer”) pursuant to Section 4.06 (an “Asset Sale Offer”) or pursuant to Section 4.08 (a “Change of Control Offer”), the Issuer shall follow the procedures specified in this Section 3.09:

(i) Within 30 days after (A) a Change of Control (unless (1) the Issuer is not required to make such offer pursuant to Section 4.08(b) or (2) all Securities have been called for redemption pursuant to Section 3.07(a) or (c)) or (B) the date on which the Issuer is required to make an Asset Sale Offer pursuant to Section 4.06, the Issuer shall commence a Repurchase Offer, which shall remain open for a period of at least 20 Business Days following its commencement (the “Offer Period”), by sending a notice to the Trustee and each of the Holders, by first class mail, which notice shall contain all instructions and materials necessary to enable the Holders to tender Securities pursuant to such Repurchase Offer. Such notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state:

(A) that the Repurchase Offer is being made pursuant to this Section 3.09 and Section 4.06 or 4.08, as the case may be;

(B) the principal amount of Securities required to be purchased pursuant to Section 4.06, in the case of an Asset Sale Offer, or that the Issuer is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the “Offer Amount”), the purchase price and, that on the date specified in such notice (the “Purchase Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Issuer shall repurchase an Offer Amount of Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable;

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(C) that any Security not tendered or accepted for payment shall continue to accrue interest;

(D) that, unless the Issuer defaults in making such payment, Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase Date;

(E) that Holders electing to have a Security purchased pursuant to a Repurchase Offer may elect to have all or any portion of such Security purchased;

(F) that Holders electing to have a Security purchased pursuant to any Repurchase Offer shall be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security, or such other customary documents of surrender and transfer as the Issuer may reasonably request, duly completed, or transfer the Security by book-entry transfer, to the Issuer, the Depositary, or the Paying Agent at the address specified in the notice prior to the Purchase Date;

(G) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, in each case with a copy to the Trustee, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Security purchased;

(H) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the Securities to be purchased on a pro rata basis (based upon the outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Issuer so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased;

(I) that Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and

(J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

(ii) On (or at the Issuer’s election, before) the Purchase Date, the Issuer shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessary in the case of an Asset Sale Offer, the Securities or portions thereof tendered pursuant to the Repurchase Offer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount have been tendered, or in the case of a Change of Control Offer all Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Issuer in accordance

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with the terms of this Section 3.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Issuer. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the Change of Control Payment or the payment due to each respective Holder in respect of the Asset Sale Offer, as applicable, with respect to the Securities tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Security, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Securities so surrendered, provided that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. Any Security not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. On the Purchase Date, all Securities purchased by the Issuer shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer shall be canceled by the Trustee. The Issuer shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Repurchase Offer on its website on the world wide web.

If the Issuer complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01.

(b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 3.09, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.09 by virtue thereof.

(c) Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Asset Sale Offer, if the Issuer is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Issuer may be required to purchase pursuant to Section 3.02 and/or 4.06, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional.

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(d) Other than as specifically provided in this Section 3.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.09 shall be made pursuant to Sections 3.02 and 3.06.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities.

(a) The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds by 11:00 a.m., New York City time, in accordance with this Indenture available funds sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture.

(b) The Issuer shall pay interest on overdue principal at the rate and in the manner specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(c) Principal, premium, if any, and interest on the Securities will be payable at the office or agency of the Paying Agent or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Securities at their respective addresses set forth in the register of Holders related to the Securities; provided that all payments of principal, premium, if any, and interest with respect to any Securities the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

SECTION 4.02. Reports. Whether or not required by the Commission’s rules and regulations, so long as any Securities are outstanding, the Issuer shall file with the Commission (unless the Commission shall not accept such a filing) and furnish to the Holders (which may be by posting on the Issuer’s website) or cause the Trustee to furnish to the Holders, in each case within the time periods specified in the Commission’s rules and regulations for registrants that are not accelerated filers (unless the Issuer is required by Commission rules and regulations to be an accelerated filer at such time):

(1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

If at any time after the Issue Date (a) Holdings or any other Holding Company becomes subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act, (b) the rules and regulations of the Commission permit the Issuer and Holdings or any such other Holding Company to report at the level of Holdings or such Holding Company on a consolidated basis

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and (c) Holdings or such Holding Company is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Issuer, such consolidated reporting at such Holdings or other Holding Company level in a manner consistent with that described in this covenant for the Issuer shall satisfy this covenant; provided that Holdings or such other Holding Company includes in its reports information about the Issuer that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect.

In addition, the Issuer agrees, that, for so long as any Securities remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Commission, it shall furnish to the Holders, upon their request, and to any prospective purchaser of Securities designated by any Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of Securities pursuant to Rule 144A under the Securities Act.

The Issuer also shall comply with the other provisions of TIA § 314(a).

SECTION 4.03. Incurrence of Debt and Issuance of Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Debt (including Acquired Debt), and the Issuer shall not permit any of its Restricted Subsidiaries that are not Guarantors to issue any shares of Preferred Stock; provided, however, that the Issuer and any Subsidiary Guarantor may incur Debt (including Acquired Debt) if the Consolidated Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred at the beginning of such four-quarter period (the “Coverage Ratio Exception”).

(b) The provisions of Section 4.03(a) shall not apply to any of the following items of Debt or Preferred Stock (collectively, “Permitted Debt”):

(1) the incurrence by the Issuer or any of its Restricted Subsidiaries of Debt (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof) under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding pursuant to this clause (1) without duplication, does not exceed an amount equal to the greater of (a) $325.0 million and (b) the Borrowing Base at the time such Debt is incurred, in each case less the aggregate amount of purchase commitments (determined as of the date of any incurrence of Debt under this clause (1)) under any Qualified Receivables Transaction that involves the transfer of assets by the Issuer or Restricted Subsidiaries in a manner that does not constitute the incurrence of Debt (other than Debt permitted under clause (6) below); provided that such reduction shall no longer apply upon termination of such Qualified Receivables Transaction;

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(2) the incurrence by the Issuer and its Restricted Subsidiaries of Existing Debt;

(3) the incurrence by the Issuer of Debt represented by the Floating Rate Notes and the Securities issued on the Issue Date and by the Subsidiary Guarantors of Debt represented by the related guarantees and Security Guarantees;

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of (a) Acquired Debt or (b) Debt (including Capital Lease Obligations, including those under sale-leaseback transactions) or Preferred Stock for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of any property, plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and whether such Debt or Preferred Stock is owed or issued to the seller or Person carrying out such construction or improvement or to any third party), in an aggregate principal amount at the date of such incurrence (including all Permitted Refinancing Debt incurred to refund, refinance or replace any other Debt incurred pursuant to this clause (4)) not to exceed an amount equal to the greater of (x) $25.0 million and (y) 5.0% of Total Assets at any one time outstanding; provided that, such Debt exists at the date of such purchase or transaction or is created within 180 days thereafter;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, refinance or replace Debt incurred pursuant to clauses (2) (other than Existing Debt of the types referred to in clauses (6) and (7)), (3), (4) or (5);

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Debt or Preferred Stock owed or issued to and held by the Issuer and any of its Restricted Subsidiaries including any Debt arising in connection with a Qualified Receivables Transaction, provided, however, that (a) any such Debt of the Issuer shall be subordinated and junior in right of payment to the Securities and (b)(i) any subsequent issuance or transfer of Equity Interests or other action that results in any such Debt or Preferred Stock being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Debt or Preferred Stock to a Person that is not either the Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Debt or issuance of such Preferred Stock by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred (a) principally for the purpose of fixing or hedging interest rate risk with respect to any Debt that is permitted by the terms of this Indenture to be outstanding or (b) principally for the purpose of fixing or hedging currency exchange rate risk or commodity price risk incurred in the ordinary course of business;

(8) the incurrence of any Guarantee by the Issuer or any Subsidiary Guarantor of Debt of the Issuer or a Restricted Subsidiary (other than an Immaterial Subsidiary that is not a Guarantor) of the Issuer that was permitted to be incurred by another provision of this covenant and the incurrence of any Guarantee by any Foreign Restricted Subsidiary of Debt of another Foreign Restricted Subsidiary;

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(9) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Debt (which may comprise Debt under the Amended and Restated Credit Facility) in an aggregate principal amount (or accreted value, as applicable), and the issuance by Restricted Subsidiaries that are not Guarantors of Preferred Stock with a liquidation preference, at any time outstanding, pursuant to this clause (9) not to exceed an amount equal to $25.0 million.

(c) Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies.

(d) For purposes of determining compliance with this Section 4.03:

(1) the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt (to the extent such guarantee, Lien, letter of credit or similar instrument is otherwise permitted to be incurred) shall be disregarded;

(2) in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) of the definition of Permitted Debt above or is entitled to be incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify (and may, from time to time, re-classify) such item of Debt in any manner that complies with this covenant and such item of Debt shall be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof; provided that all outstanding Debt under the Amended and Restated Credit Facility immediately following the Transactions shall be deemed to have been incurred pursuant to clause (1) of the definition of Permitted Debt;

(3) accrual of interest or dividends (including the issuance of “pay in kind” securities in respect of such accrued interest or dividends), the accretion of accreted value or liquidation preference and the extension of maturity shall not be deemed to be an incurrence of Debt or issuance of Preferred Stock; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Issuer as accrued; and

(4) any Qualified Holdco Debt incurred in reliance upon the Issuer’s ability to incur Permitted Debt shall be deemed to be incurred by the Issuer for purposes of determining whether additional Permitted Debt can be incurred for so long as such Qualified Holdco Debt remains outstanding.

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SECTION 4.04. Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other distribution (including any payment by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (other than dividends or distributions payable in Equity Interests (other than Disqualified Equity Interests) of the Issuer and dividends payable to the Issuer or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including any acquisition or retirement by the Issuer or any Restricted Subsidiary in connection with any merger or consolidation) any Equity Interests of the Issuer or any Holding Company held by Persons other than the Issuer or any Restricted Subsidiary;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt of the Issuer or any Subsidiary Guarantor (excluding any intercompany Debt between the Issuer and any of its Restricted Subsidiaries), except (a) a payment of interest, principal or other related Obligations at Stated Maturity and (b) the purchase, repurchase or other acquisition or retirement of Subordinated Debt of the Issuer or any Subsidiary Guarantor in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition or retirement; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default shall have occurred and be continuing; and

(ii) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception; and

(iii) such Restricted Payment, together with (without duplication) the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries on or after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3)(A), (4), (5), (7) and (8) and excluding 50% of any Restricted Payments under clause (9) (to the extent such payment is not deducted in calculating Consolidated Net Income) or 100% of such payment under clause (9) if such payment is deducted in calculating Consolidated Net Income) of the next succeeding paragraph), is less than the sum (without duplication) (the “Restricted Payments Basket”) of:

(A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

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(B) 100% of the aggregate net cash proceeds received by the Issuer from the issue or sale (other than to a Subsidiary) of, or from capital contributions with respect to, Equity Interests of the Issuer (other than Disqualified Equity Interests and Excluded Cash Contributions), in either case after the Issue Date; plus

(C) the amount by which the aggregate principal amount (or accreted value, if less) of Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange after the Issue Date of that Debt for Equity Interests (other than Disqualified Stock) of the Issuer, together with the net cash proceeds received by the Issuer at the time of such conversion or exchange, if any, less the amount of any cash, or the fair market value of any property (other than such Equity Interests), distributed by the Issuer upon such conversion or exchange; plus

(D) 100% of the aggregate net cash proceeds received by the Issuer or a Restricted Subsidiary of the Issuer since the Issue Date from (A) Restricted Investments, whether through interest payments, principal payments, dividends or other distributions and payments, or the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and its Restricted Subsidiaries and (B) a cash dividend from, or the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary, in each case to the extent not otherwise included in Consolidated Net Income of the Issuer for such period; plus

(E) upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investments of the Issuer and its Restricted Subsidiaries (other than such Subsidiary) in such Subsidiary as of the date of such redesignation.

(b) The provisions of Section 4.04(a) shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment are designated in an Officer’s Certificate as Excluded Cash Contributions and shall not increase the Restricted Payments Basket;

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(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Debt or Disqualified Stock of the Issuer or any Subsidiary Guarantor (A) made by an exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Debt or (B) upon a Change of Control or Asset Sale to the extent required by the agreement governing such Subordinated Debt but only if the Issuer shall have complied with Section 4.08 or, as the case may be, 4.06 and purchased all Securities validly tendered pursuant to the relevant offer prior to purchasing or repaying such Subordinated Debt;

(4) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its common Equity Interests on a pro rata basis;

(5) to the extent constituting Restricted Payments, the Specified Affiliate Payments;

(6) Restricted Payments in an aggregate amount not to exceed $15.0 million;

(7) payments to existing holders of the Issuer’s Equity Interests (including payments to dissenting shareholders, optionholders and warrantholders), in each case as described in the Merger Agreement, payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses and payment of the Issuer’s and its Affiliates’ transaction expenses, including fees payable to members of the Initial Control Group (to the extent constituting Restricted Payments) and payments to the Issuer’s officers and employees, in each case (except as to payments to dissenters and payment of The 1818 Mezzanine Fund II, L.P.’s transaction expenses) as described in the Offering Memorandum under the headings “The Acquisition,” “Use of Proceeds” and “Certain Relationships and Related Transactions”;

(8) so long as no Default or Event of Default shall have occurred and be continuing, payments of dividends to Holdings to fund (a)(i) interest payments (including additional interest pursuant to the related registration rights agreement), at their Stated Maturity, on the Holdings Notes outstanding at the Issue Date, at the rate specified in such Holdings Notes as in effect on the Issue Date, and (ii) mandatory redemption of a portion of such Holdings Notes in 2010 pursuant to the terms of such Holdings Notes as in effect on the Issue Date, (b) dividends or redemption payments by Holdings with respect to the shares of Series B Preferred Stock of Holdings outstanding on the Issue Date to the extent required to be paid by Holdings pursuant to the certificates of designations relating to such stock as in effect on the Issue Date; and (c) an offer to purchase upon a Change of Control or Asset Sale to the extent required by the terms of such Holdings Notes, but only if the Issuer shall have complied with Section 4.06 or 4.08, as the case may be and purchased all Securities tendered pursuant to the relevant offer prior to paying any such dividend to Holdings; and

(9) so long as no Default or Event of Default shall have occurred and be continuing, cash dividends or other Restricted Payments to Holdings in an amount sufficient to enable Holdings to make payments of cash interest on any Qualified Holdco Debt; provided that any such dividend or other Restricted Payment is used promptly by Holdings to make such payment.

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(c) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors of the Issuer.

(d) In addition, if any Person (other than an Unrestricted Subsidiary) in which an Investment is made, which Investment constituted a Restricted Payment when made, thereafter becomes a Restricted Subsidiary, such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to Section 4.04(a)(iii) to the extent that such Investments would not have been Restricted Payments had such Person been a Restricted Subsidiary at the time such Investments were made.

(e) In making the computations required by this covenant:

(1) the Issuer or the relevant Restricted Subsidiary may use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Issuer for the remaining portion of such period; and

(2) the Issuer or the relevant Restricted Subsidiary shall be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Issuer and the Restricted Subsidiary that are available on the date of determination.

(f) If the Issuer makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of the Issuer or any Restricted Subsidiary be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s or any Restricted Subsidiary’s financial statements, affecting Consolidated Net Income of the Issuer for any period. For the avoidance of doubt, it is expressly agreed that no payment or other transaction permitted by clauses (1) or (5) of Section 4.07(b) below, shall be considered a Restricted Payment for purposes of, or otherwise restricted by, this Indenture.

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Issuer or any of its Restricted Subsidiaries;

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(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) Notwithstanding Section 4.05(a), such section shall not apply to encumbrances or restrictions:

(1) under contracts in effect on the Issue Date, including the Amended and Restated Credit Facility and other Existing Debt and the related documentation;

(2) under this Indenture, the Securities, the Floating Rate Notes, the indenture governing the Floating Rate Notes, the Holdings Notes, the indenture governing the Holdings Notes and any other related agreement entered into after the Issue Date, provided that the encumbrances or restrictions in any such other agreement are not materially more restrictive, taken as a whole, than those contained in this Indenture and the Securities;

(3) under any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(4) existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) of Section 4.05(a) above on the property so acquired;

(5) created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Board of Directors or senior management of the Issuer, are necessary or advisable to effect such Qualified Receivables Transaction;

(6) in the case of clause (3) of Section 4.05(a) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) contained in security agreements or mortgages securing Debt to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages, or (iv) any Lien on property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture;

(7) existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

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(8) on cash or other deposits or net worth imposed by leases and customer contracts entered into in the ordinary course of business;

(9) in customary form under joint venture agreements and other similar agreements which limitations are only applicable to the Person or assets that are the subject of such agreements (and any assets of such Person);

(10) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Issuer or any of its Restricted Subsidiaries or any of their businesses;

(11) contained in the terms governing any Debt of any Restricted Subsidiary otherwise permitted to be incurred under this Indenture if (as determined in good faith by the Board of Directors of the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially adversely affect the ability of Issuer to make payments on the Securities; or

(12) under any Permitted Refinancing Debt or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 4.06. Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of

(x) cash or Cash Equivalents; or

(y) (i) all or substantially all of the assets of, or the majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaging in, a Permitted Business or

(ii) assets that are used or useful in a Permitted Business.

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For purposes of this Section 4.06(a)(2), (A) a lease entered into in connection with a sale-leaseback transaction shall not constitute part of the proceeds of such transaction and (B) each of the following shall be deemed to be cash:

(i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet), of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or, in the case of liabilities of a Guarantor, the Security Guarantee of such Guarantor) that are assumed by the transferee of any such assets; and

(ii) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days after receipt.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1) to repay Secured Debt, Debt of any Restricted Subsidiary (other than a Guarantor) or Pari Passu Debt (in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer); provided that if the Issuer or any Restricted Subsidiary shall so reduce Pari Passu Debt, it shall equally and ratably make an Asset Sale Offer to the Holders (in accordance with the procedures set forth in Section 4.06(c) and Section 3.09 for an Asset Sale Offer);

(2) to make capital expenditures or to acquire properties or assets that shall be used or useful in the Permitted Business of the Issuer or any of its Restricted Subsidiaries; or

(3) to acquire a controlling interest in a Person engaged in a Permitted Business;

provided that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of this Section 4.06(b) or if the application of such Net Proceeds is part of a project authorized by the Board of Directors that shall take longer than 365 days to complete, such 365 day period shall be extended with respect to the amount of Net Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or, until completion of such project, as the case may be. Pending the final application of any Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowing under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of Section 4.06(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million the Issuer shall:

(1) make an Asset Sale Offer to all Holders in accordance with Section 3.09; and

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(2) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Debt of the Issuer in accordance with provisions governing such Debt requiring the Issuer to prepay, purchase or redeem such Debt with the proceeds from any Asset Sales (or offer to do so),

pro rata in proportion to the respective principal amounts of the Securities and such other Debt required to be prepaid, purchased or redeemed or tendered for, in the case of the Securities pursuant to such Asset Sale Offer to purchase the maximum principal amount of Securities that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest (if any) to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in this Indenture and the Securities.

(d) If any Excess Proceeds remain after completion of an Asset Sale Offer and, if applicable, any prepayment, purchase, redemption or tender of or for Pari Passu Debt, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the pro rata portion of such Excess Proceeds to be used to purchase Securities, the Trustee shall select the Securities to be purchased on a pro rata basis as provided in Section 3.09. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Issuer may commence an Asset Sale Offer prior to the expiration of 365 days after the occurrence of an Asset Sale.

SECTION 4.07. Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance, guarantee or other transaction with, or for the benefit of, any Person that, prior to such transaction, was an Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”),unless:

(1) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2) the Issuer delivers to the Trustee:

(i) with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $7.5 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.07(a) and that such Affiliate Transaction has been approved by the Board of Directors; and

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(ii) with respect to any Affiliate Transaction involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

(b) Notwithstanding Section 4.07(a), none of the following shall be prohibited by this Section 4.07 (or be deemed to be an Affiliate Transactions):

(1) any employment agreements, consulting agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors’ and officers’ indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers, directors or consultants that are natural persons and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers, directors or consultants that are natural persons in the ordinary course of business or in connection with the Issuer’s transition to new ownership;

(2) transactions between or among (i) the Issuer and/or its Restricted Subsidiaries or (ii) the Issuer and/or one or more of its Restricted Subsidiaries and any joint venture; provided, in the case of this clause (ii), no Affiliate of the Issuer (other than a Restricted Subsidiary) owns any of the Capital Stock of any such joint venture;

(3) Permitted Investments and Restricted Payments (including Specified Affiliate Payments, even if not Restricted Payments) that are permitted by Section 4.04;

(4) transactions in connection with any Qualified Receivables Transaction;

(5) payments to Investcorp, Berkshire Partners, Greenbriar or any other holder of Capital Stock or any of their respective Affiliates (whether or not such Persons are Affiliates of the Issuer) for (a) any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and related expenses, including in connection with acquisitions, divestitures or a Change of Control, which payments are on arm’s length terms and approved by the Board of Directors of the Issuer in good faith and (b) any annual management, consulting and advisory fees and related expenses, but excluding any such fees payable prior to the fifth anniversary of the Issue Date (other than the prepayment of annual management fees on or about the Issue Date as disclosed in the Offering Memorandum);

(6) any agreement as in effect on the Issue Date (including the Merger Agreement and the advisory agreements with members of the Initial Control Group) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect) or any transaction contemplated thereby;

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(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer or its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof;

(8) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Holdings or any capital contribution to the Issuer;

(9) the issuance of Permitted Debt permitted by clause (9) of Section 4.03(b) to any Affiliate on terms that, taken as a whole, are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person, or, if there is no comparable transaction, have been negotiated in good faith by the parties thereto; and

(10) any transaction in which the Issuer or any of its Restricted Subsidiaries delivers to the Trustee a letter issued by an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair from a financial point of view or meets the requirements of Section 4.07(a)(1).

SECTION 4.08. Change of Control.

(a) Upon the occurrence of a Change of Control, unless all Securities have been called for redemption pursuant to Section 3.07, each Holder of Securities shall have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Securities pursuant to a Change of Control Offer made pursuant to Section 3.09 at an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase.

(b) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 3.09 applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.09. Compliance Certificates. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do have such knowledge, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.

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The Issuer shall deliver to the Trustee, as soon as possible and in any event within five days after any Senior Officer of the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or Default and the action which the Issuer proposes to take with respect thereto.

SECTION 4.10. Limitation on Designations of Unrestricted Subsidiaries.

(a) The Board of Directors may designate (a “Designation”) any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary, so long as such Designation would not cause a Default, provided that:

(1) any then existing Guarantee by the Issuer or any Restricted Subsidiary of any Debt of the Subsidiary being so designated shall be deemed an “incurrence” of such Debt at the time of such Designation; and

(2) the “incurrence” of Debt referred to in clause (1) of this Section 4.10(a) would be permitted under Section 4.03.

(b) For purposes of making the determination of whether such Designation would cause a Default, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated, shall be deemed made at the time of such Designation. The amount of such outstanding Investments shall be equal to the portion of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Issuer. Such Designation shall only be permitted if any such Investment would be permitted at such time.

(c) The Board of Directors may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), provided that:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Revocation; and

(2) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture.

(d) Any such Designation or Revocation by the Board of Directors after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such Designation or Revocation and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

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SECTION 4.11. Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Securities are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by such Lien or such other obligations are no longer obligations of the Issuer or any of its Restricted Subsidiaries; provided that:

(a) if such other Debt constitutes Subordinated Debt or is otherwise subordinate or junior in right of payment to the Obligations under this Indenture, the Securities or the Security Guarantees, such Lien is expressly made prior and senior in priority to the Lien securing such other Debt; or

(b) in any other case, such Lien ranks equally and ratably with or prior to the Lien securing the other Debt or obligations so secured.

SECTION 4.12. Additional Security Guarantees.

(a) If the Issuer or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than a Receivable Subsidiary) after the Issue Date, then that newly acquired or created Domestic Restricted Subsidiary shall become a Guarantor and execute a supplemental indenture in the form of Exhibit I hereto in accordance with the provisions of this Indenture within 10 Business Days of the date on which it was acquired or created; provided that any Domestic Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until 10 Business Days after it ceases to be an Immaterial Subsidiary.

(b) Notwithstanding the foregoing, any Restricted Subsidiary that is not required to be a Guarantor may at any time become a Guarantor at its election by executing a Security Guarantee in accordance with the provisions of this Indenture.

(c) In addition, if any Restricted Subsidiary of the Issuer that is not a Guarantor shall Guarantee any Debt of the Issuer or any Guarantor while the Securities are outstanding, then such Subsidiary shall become a Subsidiary Guarantor under this Indenture and shall execute a Security Guarantee in accordance with the provisions of this Indenture. Any Security Guarantee given by any Restricted Subsidiary that was not previously a Subsidiary Guarantor pursuant to the immediately preceding sentence shall be automatically released upon the release by the holders of the Debt of the Issuer or Guarantor described in the immediately preceding sentence or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt), which resulted in the Securities being guaranteed by such Restricted Subsidiary, at such time as (A) no other Debt of the Issuer and the other Guarantors has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Debt which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt).

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(d) Any Restricted Subsidiary that is required to become a Guarantor shall do so by executing and delivering to the Trustee a supplemental indenture hereto as provided in Section 9.01.

SECTION 4.13. Business Activities. The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as is not material to the Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.14. Payments for Consent. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

SECTION 4.15. Taxes. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Issuer or any Restricted Subsidiary or upon the income, profits or property of the Issuer or any Restricted Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or Lien upon the property of the Issuer or any Restricted Subsidiary; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Issuer), are being maintained in accordance with GAAP or where the failure to effect such payment will not be materially disadvantageous to the Holders.

SECTION 4.16. Corporate Existence. Except as otherwise provided in this Article IV and Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary in accordance with their respective organizational documents (as the same may be amended from time to time).

ARTICLE V

SUCCESSOR ISSUER

SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer.

(a) The Issuer shall not directly or indirectly consolidate or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1) the Issuer is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment,

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transfer, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that if such surviving person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state or the District of Columbia becomes a co-issuer of the Securities in connection therewith;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the Securities, this Indenture and any Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default exists;

(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) be permitted to incur at least $1.00 of additional Debt pursuant to the Coverage Ratio Exception or (ii) have a Consolidated Coverage Ratio at least equal to the Consolidated Coverage Ratio of the Issuer for such four-quarter reference period; and

(5) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture.

(b) In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and the Restricted Subsidiaries’ properties or assets in one or more related transactions, to any other Person.

(c) Notwithstanding the foregoing, clauses (3) and (4) (and, in the case of clause (ii) below, clause (5)) of Section 5.01(a) shall not apply to:

(i) the merger of American Tire Distributors, Inc. and ATD MergerSub, Inc. occurring on the Issue Date pursuant to the Merger Agreement;

(ii) the consolidation or merger of the Issuer with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Issuer; and

(iii) any merger or consolidation of the Issuer with an Affiliate formed solely for the purpose of reforming the Issuer in another jurisdiction or solely for the purpose of facilitating the formation of a Holding Company.

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(d) For purposes of this Section 5.01, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

(e) Upon any consolidation or merger or any transfer (other than a lease) of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Securities and this Indenture with the same effect as if such successor entity had been named in this Indenture as the Issuer, and the Issuer (except in the case of a transfer of less than all of the assets of the Issuer) shall be released from the obligations under the Securities, this Indenture and any Registration Rights Agreement.

SECTION 5.02. Merger or Consolidation of a Guarantor.

(a) No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than the Issuer or, in the case of a Subsidiary Guarantor, another Subsidiary Guarantor) unless:

(1) Subject to the provisions of Section 10.02(b), the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Securities, this Indenture and any Registration Rights Agreement; and

(2) immediately after giving effect to such transaction, no Default exists.

(b) Upon any consolidation or merger in which a Guarantor is not the continuing corporation in accordance with the foregoing, except as set forth in Section 11.02(b), the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under its Guarantee, this Indenture and any Registration Rights Agreement with the same effect as if such surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) had been named as such.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default and Remedies.

(a) Each of the following constitutes an “Event of Default” under this Indenture:

(1) default for 30 days in the payment when due of interest on the Securities;

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(2) default in payment when due of the principal of or premium, if any, on the Securities, and any failure of the Issuer to make a Change of Control Offer or Asset Sale Offer when required or to purchase Securities required to be purchased in connection therewith;

(3) failure by the Issuer to comply with Section 5.01;

(4) failure by the Issuer for 30 days after receipt of notice from the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities specifying such failure to comply with Section 4.03 or Section 4.04;

(5) failure by the Issuer for 60 days after receipt of notice given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities outstanding specifying such failure to comply with any of the Sections of this Indenture or the Securities;

(6) the failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $15.0 million;

(7) any judgment or decree for the payment of money in excess of $15.0 million (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or which are covered by insurance (unless the Issuer’s insurance carriers have denied coverage in respect thereof) in the event any appeal thereof shall be unsuccessful) is entered against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(8) except as permitted by this Indenture, any Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Security Guarantee;

(9) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in an involuntary case;

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(C) consents to the appointment of a Custodian of it or for any substantial part of its property;

(D) makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency; or

(10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary in an involuntary case;

(B) appoints a Custodian of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or for any substantial part of its property; or

(C) orders the winding up or liquidation of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree relating thereto remains unstayed and in effect for 60 days.

(b) The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effect by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

(c) The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors. For purposes of this Section, the term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

(d) A Default under clause (4) or (5) of Section 6.01(a) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities notify the Issuer in writing by registered or certified mail, return receipt requested, of the Default and the Issuer does not cure such Default within the time specified in clauses (4) and (5) of Section 6.01(a) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

SECTION 6.02. Acceleration.

(a) If an Event of Default (other than an Event of Default specified in Section 6.01(a)(9) or (10) with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer in writing, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice in writing to the Issuer, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(a)(9) or (10) occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders.

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(b) At any time after a declaration of acceleration with respect to the Securities as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the Securities may rescind and cancel such declaration and its consequences: (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative (to the extent permitted by law).

SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under this Indenture except a continuing Event of Default in the payment of interest on, or the principal of, the Securities. When a Default is waived, it is deemed cured and ceases to exist and any Event of Default arising therefrom shall be deemed to have been cured and waived for every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Securityholder may pursue any remedy with respect to this Indenture, the Securities or the Security Guarantees unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the outstanding Securities have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Securityholder shall not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Issuer, any Subsidiary or any Guarantor, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

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SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD: to the Issuer.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Issuer a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities.

SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c) The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of Section 7.01(b);

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from any party authorized to direct the Trustee under this Indenture.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

SECTION 7.02. Rights of Trustee. Subject to Section 7.01:

(a) The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in any such document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(g) The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

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(h) The permissive rights of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty to take such action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11 and Sections 310(b) and 311 of the Trust Indenture Act.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder notice of the Default. Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of Securityholders. The Issuer shall deliver to the Trustee, forthwith upon any Senior Officer obtaining actual knowledge of any Default, written notice of any event which would constitute such Default, its status and what action the Issuer is taking or proposes to take in respect thereof. Notwithstanding anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to have knowledge of any Default or Event of Default hereunder, except in the case of an Event of Default under Section 6.01(a)(1) or (2) (provided that the Trustee is Paying Agent), unless and until a Trust Officer receives written notice thereof at its Corporate Trust Office, from the Issuer or a Holder that such Default has occurred.

SECTION 7.06. Reports by Trustee to Holders. The Trustee shall transmit to the Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the TIA with respect to any 12-month period, such report shall cover the 12-month period ending April 1 (beginning April 1, 2006) and shall be

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transmitted by the next succeeding June 1. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate indicating whether the signers thereof actually know of any Default or Event of Default that occurred during the previous year.

A copy of each report at the time of its mailing to Securityholders shall be filed with the Commission and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation as is agreed to in writing by the Trustee and Issuer for the Trustee’s services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it, including but not limited to costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses of the Trustee’s counsel, accountants and experts. The Issuer and each Guarantor, jointly but not severally, shall indemnify and defend the Trustee and its officers, directors, shareholders, agents and employees (each, an “Indemnified Party”) for and hold each Indemnified Party harmless against any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this Indenture or the Securities and the performance of their duties hereunder, including the cost and expense of enforcing this Indenture against the Issuer (including this Section 7.07), and defending itself against any claim (whether asserted by a Holder or any other person). The Trustee, in its capacity as Paying Agent, Registrar, Custodian and agent for service of notice and demands, and the Trustee’s officers, directors, shareholders, agents and employees, when acting in such other capacity, shall have the full benefit of the foregoing indemnity as well as all other benefits, rights and privileges accorded to the Trustee in this Indenture when acting in such other capacity. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the Indemnified Party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such Indemnified Parties may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if it assumes such Indemnified Parties’ defense and, in such Indemnified Parties’ reasonable judgment, there is no conflict of interest between the Issuer and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such party’s own willful misconduct, negligence or bad faith. The Issuer need not pay any settlement made without its consent (which consent shall not be unreasonably withheld).

The Trustee’s right to receive payment of any amounts due under this Indenture shall not be subordinated to any other Debt of the Issuer, and the Securities shall be subordinate to the Trustee’s rights to receive such payment.

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The Issuer’s payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(a)(9) or (10) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and Guarantors’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee, provided, that such Person shall be qualified and eligible under this Article VII.

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In case at the time such successor or successors by consolidation, merger, conversion or transfer shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Legal Defeasance and Covenant Defeasance.

(a) The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.01(b) or 8.01(c) be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article VIII.

(b) Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(b), the Issuer and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.02, be deemed to have been discharged from their obligations with respect to the Securities and any Security Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and each Guarantor shall be deemed to have paid and discharged the entire Debt represented by the outstanding Securities and any Security Guarantee, which Securities and Security Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all their other obligations under the Securities and this Indenture (and the Trustee, on

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demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities to receive solely from the trust fund described in this Article VIII, as more fully set forth in such Article, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Issuer’s obligations with respect to the Securities under Article II and Sections 4.01, 7.07 and 7.08, which shall survive until the Securities have been paid in full (thereafter, the Issuer’s obligations in Section 7.07 shall survive), and (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantor’s obligations in connection therewith and (iv) this Section 8.01 and Section 8.02. Subject to compliance with this Article VIII, the Issuer may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance option.

(c) Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(c) subject to the satisfaction of the conditions set forth in Section 8.02, each Guarantor shall be released from its Security Guarantee and the Issuer and each Guarantor shall be released from their obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16 and 5.01(a)(4) with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration of act of Holders (and the consequences of any thereof) in connection with such Sections, but shall continue to be deemed “outstanding” for all the other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise of its Covenant Defeasance option, subject to the satisfaction of the conditions set forth in Section 8.02, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) (with respect to compliance with Sections 4.05, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.15 and 4.16), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8), 6.01(a)(9) (with respect to Subsidiaries of the Issuer only) or Section 6.01(a)(10) (with respect to Subsidiaries of the Issuer only) shall not constitute Events of Default.

SECTION 8.02. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Issuer must irrevocably deposit with the Trustee (or another qualifying trustee; for purposes of this Section 8.02 and Section 8.04, the term “Trustee” shall include such other qualifying trustee), in trust, for the benefit of the Holders, cash in United States dollars, Government Notes, or a combination thereof, in such amounts as shall be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Securities are being defeased to maturity or to a particular redemption date;

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(b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States, reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(f) the Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 123^rd day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 123^rd day following the deposit, the trust funds shall not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision;

(f) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or the Guarantors, as applicable, or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Guarantors, as applicable, or others; and

(g) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance (other than the expiration of the 123-day period referred to above) have been complied with.

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SECTION 8.03. Satisfaction and Discharge of Indenture. Upon the request of the Issuer, this Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities, as expressly provided for herein or pursuant hereto), the Issuer and the Guarantors shall be discharged from their obligations under the Securities and the Security Guarantees, and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Security Guarantees, any Registration Rights Agreement and the Securities when:

(a) either (i) all the Securities theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation or (ii) all Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable at maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for such purpose in an amount sufficient to pay and discharge the entire Debt on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, on) and interest on the Securities to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or redemption date, as the case may be and any Additional Interest thereon;

(b) the Issuer has paid or caused to be paid all sums payable under this Indenture by the Issuer; and

(c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture, the Security Guarantees and the Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section, the obligations of the Trustee and the Paying Agent under Section 8.04 and Section 2.04 shall survive.

SECTION 8.04. Deposited Money and Government Notes to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.05, all money and Government Notes (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.02 or 8.03 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

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Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Notes held by it as provided in Section 8.02 or 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.02(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05. Repayment to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in the New York Times (national edition) and the Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Notes in accordance with this Article VIII by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article VIII; provided, however, that, if the Issuer or any Guarantor makes any payment of principal of, premium or interest on any Security following the reinstatement of its obligations, the Issuer or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.01. Without Consent of Holders. The Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Security Guarantees without notice to or consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Securities in addition to or in place of certificated Securities;

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(3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders in the case of a merger, consolidation or sale of assets;

(4) to release any Security Guarantee in accordance with Section 11.02(b);

(5) to provide for additional Guarantors;

(6) to make any change that would provide any additional rights or benefits to the Holders or that, as determined by the Board of Directors of the Issuer in good faith, does not materially adversely affect the legal rights of any such Holder under this Indenture;

(7) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(8) to conform this Indenture, the Security Guarantees or the Securities to any provision of the Description of Notes contained in the Offering Memorandum; or

(9) to make any change to Article II, Section 4.01 or the Exhibits hereto that applies only to Additional Securities (other than a change relating to other provisions of this Indenture incorporated or referenced in Article II, Section 4.01 or any such Exhibit).

After an amendment under this Section becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02. With Consent of Holders. The Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Security Guarantees without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and any existing default or compliance with any provisions of this Indenture, the Securities and the Security Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities). Notwithstanding the foregoing, without the consent of each Securityholder affected, an amendment or waiver shall not (with respect to any Securities held by a non-consenting Holder):

(1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Security, reduce any premium payable upon, or change the dates (to earlier dates) of, redemption of any Security (other than provisions applicable to Section 4.06 or 4.08);

(3) reduce the rate of or change the time for payment of interest on any Security;

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(4) waive a Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities then outstanding and a waiver of the payment default that resulted from such acceleration);

(5) make any Security payable in money other than that stated in the Securities;

(6) impair the rights of Holders to receive payments of principal of or premium, if any, or interest on the Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Securities;

(7) after the time a Change of Control Offer or Asset Sale Offer is required to have been made, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder;

(8) make any change in Section 9.01 or this Section 9.02; or

(9) except as permitted by Section 11.02(b), release any Security Guarantee.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

An amendment or waiver under this Section may not make any change that adversely affects the rights under Article X of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change.

After an amendment under this Section becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives written notice of revocation before the date the requisite number of consents are received by the Issuer or the Trustee. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective once the requisite number of consents are received by the Issuer or the Trustee and any other conditions to effectiveness of such consent specified in the amendment or waiver are satisfied.

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The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.

SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture that such amendment is the legal, valid and binding obligation of the Issuer and the Guarantors enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

ARTICLE X

SUBORDINATION OF HOLDINGS’ SECURITY GUARANTEE

SECTION 10.01. Agreement to Subordinate. The Security Guarantee by Holdings will be subordinated in right of payment, to the extent and in the manner provided in this Indenture to the prior payment in full of all Senior Debt of Holdings, including Senior Debt of Holdings incurred after the date of this Indenture. The subordination provisions are for the benefit of and enforceable by the holders of Senior Debt.

SECTION 10.02. Liquidation, Dissolution, Bankruptcy. The holders of Senior Debt of Holdings are entitled to receive payment in full of all Obligations due in respect of Senior Debt of Holdings (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of Holdings, (including any contract rate applicable upon default) whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to Senior Debt) before the Holders will be entitled to receive any payment with respect to Holdings’ Security Guarantee (except that Holders may receive and retain Permitted Junior Securities and payments made from the trusts described in Article VIII) and any distribution to which Holders would be entitled but for these subordination provisions shall instead be made to holders of Senior Debt, in the event of any distribution to creditors of Holdings:

(1) in a liquidation or dissolution of Holdings;

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(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of the assets and liabilities of Holdings.

SECTION 10.03. Default on Designated Senior Debt.

(a) Holdings shall not make any payment in respect of its Security Guarantee if (except in Permitted Junior Securities or from the trusts described in Article VIII):

(1) a payment default on Designated Senior Debt of Holdings occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing beyond any applicable grace period on any series of Designated Senior Debt of Holdings (a “nonpayment default”) that permits holders of that series of Designated Senior Debt of Holdings to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the holders of such Designated Senior Debt of Holdings or any agent, trustee or other representative therefor.

(b) Payments on the Holdings’ Security Guarantee may and shall be resumed:

(1) in the case of a payment default on Designated Senior Debt of Holdings, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, on the earlier of (x) the date on which such default is cured or waived or (y) 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Designated Senior Debt of Holdings has been accelerated.

(c) No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium, if any, on the Securities that have come due have been paid in full in cash.

(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

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SECTION 10.04. When Distribution Must Be Paid Over. If the Trustee or any Holder receives a payment from Holdings in respect of Holdings’ Security Guarantee (except in Permitted Junior Securities or from the trusts described in Article VIII) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the Trustee or the Holders have actual knowledge that the payment is prohibited;

the Trustee or the Holders, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of Holdings. Upon the proper written request of the holders of Senior Debt of Holdings, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of Holdings or their proper representative.

SECTION 10.05. Subrogation. A distribution made under these subordination provisions to holders of Senior Debt which otherwise would have been made to Holders is not, as between Holdings and the Holders, a payment by Holdings on Senior Debt. After all Senior Debt is paid in full and until the Securities and Security Guarantees are paid in full, Holders will be subrogated to the rights of holders of Senior Debt to receive payments in respect of Senior Debt. Payments to holders of Senior Debt as a result of these provisions do not constitute, as between Holdings and the Holders, payments by Holdings on its Security Guarantee.

SECTION 10.06. Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate. These subordination provisions define the relative rights of Holders and holders of Senior Debt and do not impair, as between Holdings and the Holders, the obligation of Holdings, which is absolute and unconditional, to pay its Security Guarantee in accordance with its terms. The failure to make a payment pursuant to Holdings’ Security Guarantee by reason of these subordination provisions does not prevent the occurrence of a Default, nor do these subordination provisions have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Securities and the Security Guarantees upon an Event of Default or prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable to Holders.

SECTION 10.07. Subordination May Not Be Impaired by Issuer. No right of any holder of Senior Debt to enforce the subordination of the Securities will be impaired by any act or failure to act by the Issuer and the Guarantors or by their failure to comply with this Indenture.

SECTION 10.08. Rights of Trustee.

(a) The Trustee may continue to make payments on Holdings’ Security Guarantee and will not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, prior to the date of such payment, the Trustee receives notice satisfactory to it from the Issuer, a Guarantor or a holder of Senior Debt that payments may not be made under this Article.

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(b) The Trustee in its individual or any other capacity may hold Senior Debt with the same rights, including rights under this Article, it would have if it were not Trustee. Nothing in this Article applies to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 10.09. Distributions and Notices to, and Notices and Consents by, Representatives of Holders of Senior Debt. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their representative (if any). If there is a representative acting for the holders of any Senior Debt pursuant to the agreements governing such Senior Debt, notices or consents under this Indenture from holders of such Senior Debt may be given only by their representative. Holdings shall promptly notify holders of its Senior Debt if payment of the Securities is accelerated because of an Event of Default.

SECTION 10.10. Trust Moneys Not Subordinated; Payments in Permitted Junior Securities. Notwithstanding anything to the contrary,

(i) payments from money or Government Notes held by the Trustee in trust under Article VIII and

(ii) distributions to Holders in the form of Permitted Junior Securities of Holdings

are not subordinated to the prior payment of any Senior Debt or otherwise subject to these subordination provisions, and none of the Holders will be obligated to pay over any such payments or distributions to any holder of Senior Debt.

SECTION 10.11. Trustee Entitled to Rely. For the purpose of ascertaining the outstanding amount of Senior Debt, the holders thereof, and all other information relevant to making any payment or distribution to holders of Senior Debt pursuant to this Article, the Trustee and the Holders are entitled to rely upon an order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, a certificate of the liquidating trustee or other Person making a payment or distribution to the Trustee or to the Holders, or information provided by the holders of Senior Debt. The Trustee may defer any payment or distribution pending receipt of evidence or instructions satisfactory to it or a judicial determination regarding the rights of parties to receive the payment or distribution.

SECTION 10.12. Trustee to Effectuate Subordination. Each Holder by accepting a Security authorizes and directs the Trustee on behalf of the Holder to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes, including for the purpose of filing a claim in any proceedings of the nature referred to in Section 10.02.

SECTION 10.13. Trustee Not Fiduciary for Holders of Senior Debt. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt and will not be liable to any such holders if it mistakenly pays over or distributes to Holders, or to the Issuer or any other Person, any money or assets to which holders of Senior Debt are entitled by virtue of this Article.

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SECTION 10.14. Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver.

(a) Each Holder by accepting a Security acknowledges and agrees that these subordination provisions are, and are intended to be, an inducement and a consideration to each holder of Senior Debt, whether created or acquired before or after the issuance of the Securities, to acquire or to hold such Senior Debt, and each holder of Senior Debt will be deemed conclusively to have relied on these subordination provisions in acquiring and holding such Senior Debt.

(b) The holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring any liability or responsibility to the Holders of the Securities, and without impairing the rights of holders of Senior Debt under these subordination provisions, do any of the following:

(1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured;

(2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;

(3) release any Person liable in any manner for the payment of Senior Debt; or

(4) exercise or refrain from exercising any rights against the Issuer and any other Person.

SECTION 10.15. Trustee’s Compensation Not Prejudiced. Nothing in this Article shall apply to amounts due to the Trustee pursuant to other sections of this Indenture.

ARTICLE XI

SECURITY GUARANTEES

SECTION 11.01. Security Guarantees.

(a) Each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation.

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(b) Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (g) any change in the ownership of such Guarantor, except as provided in Section 11.02(b).

(c) Each Guarantor further agrees that its Security Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(d) Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(e) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each

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Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest or premium, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee.

(f) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

(g) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

SECTION 11.02. Limitation on Liability; Release.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b) In the event of:

(i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or

(ii) the sale or other disposition of Capital Stock of any Subsidiary Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Issuer,

then the Person acquiring such assets (in the case of clause (i) and notwithstanding Section 5.02) or such Guarantor (in the case of clause (ii)) shall be automatically and irrevocably released and relieved of any obligations under its Security Guarantee and this Indenture; provided that such sale or other disposition is in compliance with this Indenture, including Section 4.06 (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with Section 4.06 needs to be so applied).

(c) In addition, any Subsidiary Guarantor that becomes an Immaterial Subsidiary shall be released from its Security Guarantee and this Indenture in accordance with the

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provisions of this Indenture and each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be automatically released from its Security Guarantee and this Indenture upon effectiveness of such designation.

(d) If the Security Guarantee of any Subsidiary Guarantor terminates pursuant to the foregoing provisions or pursuant to Section 4.12(c), such Person shall cease to be a Subsidiary Guarantor or otherwise a party to this Indenture and, upon request by the Issuer, the Trustee shall execute appropriate instruments acknowledging such termination and the release of such Person from its obligations under its Security Guarantee and hereunder. It is expressly acknowledged that the application of the Net Proceeds of any such sale or other disposition referred to in subsection (b) in accordance with Section 4.06 following the date of such release shall not be a condition precedent to such release and any failure to make such application as required by such Section 4.06 shall not cause the revocation of any such release (it being understood that such failure shall constitute a Default or Event of Default, as applicable).

SECTION 11.03. Successors and Assigns. This Article XI shall be binding upon each Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

SECTION 11.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise.

SECTION 11.05. Modification. No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 11.06. Execution and Delivery of Security Guarantee. The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit I) evidences the Security Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Security. The delivery of any Security after authentication by the Trustee constitutes due delivery of the Security Guarantee set forth in the Indenture on behalf of each Guarantor.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 12.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Issuer:

ATD MergerSub, Inc.

c/o Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Joerg H. Esdorn

if to the Trustee:

Wachovia Bank, National Association

Attn: Corporate Trust - NC Bond Admin

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Phone: (704) 374-2080

Fax: 383-7316

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be made in compliance with Section 313(c) of the TIA and mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 12.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, at the request of the Trustee the Issuer shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

To the extent applicable, the Issuer shall comply with Section 314(c)(3) of the TIA.

SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 12.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 12.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 12.08. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or the state where the Corporate Trust Office is located. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

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SECTION 12.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.10. No Recourse Against Others. A director, officer, incorporator, employee, stockholder or Affiliate as such, of the Issuer or any Guarantor shall not have any liability for any obligations of the Issuer or any Guarantor under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 12.11. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

SECTION 12.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Severability. In case any one or more of the provisions in this Indenture, in the Securities or in the Security Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 12.15. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

ATD MERGERSUB, INC.,
By:	/s/ Donald Hardie
Name:	Donald Hardie
Title:	Secretary
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.,
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Patrick Teague
Name:	Patrick Teague
Title:	Vice President

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EXHIBIT A

[FACE OF SECURITY]

ATD MERGERSUB, INC.

10 ³/4% Senior Note Due 2013

[CUSIP] [CINS]                         

No.                                              $                    

ATD MergerSub, Inc., a Delaware corporation (the “Company,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                     , or its registered assigns, the principal sum of                          DOLLARS ($                    ) or such other amount as indicated on the Schedule of Exchange of Securities attached hereto on April 1, 2013.

Interest Rate: 10 ³/4% per annum.

Interest Payment Dates: April 1 and October 1, commencing October 1, 2005.

Regular Record Dates: March 15 and September 15.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

A-1

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officers.

Date:	ATD MERGERSUB, INC.
	By:
	Name:
	Title:

A-2

(Form of Trustee’s Certificate of Authentication)

This is one of the 10 ³/4% Senior Notes Due 2013 described in the Indenture referred to in this Security.

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF SECURITY]

ATD MERGERSUB, INC.

10 ³/4% Senior Note Due 2013

1. Principal and Interest.

The Company promises to pay the principal of this Security on April 1, 2013.

The Company promises to pay interest on the principal amount of this Security on each interest payment date, as set forth on the face of this Security, at the rate of 10 3/4% per annum [(subject to adjustment as provided below)]¹.

Interest will be payable, in cash, semiannually in arrears (to the holders of record of the Securities at the close of business on the March 15 or September 15 immediately preceding the interest payment date) on each interest payment date, commencing October 1, 2005.

[The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated March 31, 2005, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). If:

(1) the Company fails to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing; or

(2) any of such registration statements is not declared effective on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

(3) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Company fails to consummate the Exchange Offer (except with respect to certain non-eligible securities) within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Securities during the periods specified in the Registration Rights Agreement, except for suspensions during “blackout periods” as set forth in the Registration Rights Agreement

¹ Include only for Initial Security or Initial Additional Security

A-4

(each such event referred to in clauses (1) through (4) above, a “Registration Default”), then the interest rate borne by this Security shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest for all Registration Defaults of 1.0% per annum.]²

Interest on this Security will accrue from the most recent date to which interest has been paid on this Security [or the Security surrendered in exchange for this Security]³ (or, if there is no existing default in the payment of interest and if this Security is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date/the date this Security was issued].⁴ Interest will be computed in the basis of a 360-day year of twelve 30-day months.

Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date determined in accordance with the Indenture.

The Company will pay interest on overdue principal, premium, if any, and to the extent lawful, interest at a rate per annum equal to the interest rate otherwise payable on this Security.

2. Indentures; Security Guarantee.

This is one of the Securities issued under an Indenture dated as of March 31, 2005 (as amended from time to time, the “Indenture”), among the Company, American Tire Distributors Holdings, Inc. (“Holdings”) and Wachovia Bank, National Association, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders

² Include only for Initial Security or Initial Additional Security

³ Include only for Exchange Security.

⁴ For Additional Securities, should be the date of their original issue.

A-5

are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture will control.

The Securities are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Securities to $150,000,000, but Additional Securities may be issued pursuant to the Indenture, and the originally issued Securities and all such Additional Securities vote together for all purposes as a single class. This Security is guaranteed by Holdings, on a subordinated basis, as set forth in the Indenture. Holdings’ guarantee is subordinated as set forth in the Indenture to all Obligations in respect of Senior Debt of Holdings (including all interest accrued or accruing on Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to the Senior Debt). Following consummation of the Merger, this Security will be guaranteed by the Subsidiary Guarantors as set forth in the Indenture.

3. Redemption and Repurchase; Discharge or Defeasance Prior to Redemption or Maturity.

This Security is subject to optional redemption, and may be the subject of a Repurchase Offer, as further described in the Indenture. Except for certain required Repurchase Offers, there is no sinking fund or mandatory redemption applicable to this Security.

If the Company deposits with the Trustee money or Government Notes sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Securities to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Securities or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in denominations of $1,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Security or certain portions of a Security.

5. Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Securities automatically become due and payable. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of remedies.

A-6

6. Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Securities may be amended, or and defaults may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Securities. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency.

7. Authentication.

This Security is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Security.

8. Governing Law.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-7

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Security on the books of the Company with full power of substitution in the premises.

A-8

[THE FOLLOWING PROVISION TO BE INCLUDED

ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Security occurring prior to                             , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

¨ (1) This Security is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit E to the Indenture is being furnished herewith.

¨ (2) This Security is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith.

or

¨ (3) This Security is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
	Seller
	By:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-9

Signature Guarantee:5
	By:
		To be executed by an executive officer

⁵ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Security purchased by the Company pursuant to Section 3.09 of the Indenture, check the box: ¨

If you wish to have a portion of this Security purchased by the Company pursuant to Section 3.09 of the Indenture, state the amount (in original principal amount) below:

$                           .

Date:                    

Your Signature:

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:¹

¹ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF EXCHANGES OF SECURITIES¹

The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:

Date of Exchange Amount of decrease in principal amount of this Global Security Amount of increase in principal amount of this Global Security Principal amount of this Global Security following such decrease (or increase) Signature of authorized officer of Trustee

¹ For Global Securities

A-12

EXHIBIT B

RESTRICTED LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

(1) REPRESENTS THAT

(A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

(B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

(C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A) TO THE COMPANY,

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

(E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, OR

B-1

(F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

B-2

EXHIBIT C

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

C-1

EXHIBIT D

REGULATION S CERTIFICATE

                    ,     

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re:	ATD MergerSub, Inc.
	10 3/4% Senior
	Notes due 2013 (the “Securities”)
	Issued under the Indenture (the “Indenture”) dated
	as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

¨ A. This Certificate relates to our proposed transfer of $                     principal amount of Securities issued under the Indenture. We hereby certify as follows:

1. The offer and sale of the Securities was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. Person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. Person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

D-1

3. Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Securities.

4. The proposed transfer of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

5. If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

¨ B. This Certificate relates to our proposed exchange of $                     principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us. We hereby certify as follows:

1. At the time the offer and sale of the Securities was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

3. The proposed exchange of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

D-2

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
	Name:
	Title:
	Address:
Date:

D-3

EXHIBIT E

RULE 144A CERTIFICATE

                    ,     

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re:	ATD MergerSub, Inc.
	10 3/4% Senior
	Notes due 2013 (the “Securities”)
	Issued under the Indenture (the “Indenture”) dated
	as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $                     principal amount of Securities issued under the Indenture.

¨ B. Our proposed exchange of $                     principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us.

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                     , 20    , which is a date on or since the close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Securities to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

E-1

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
	Name:
	Title:
	Address:
Date:

E-2

EXHIBIT F

INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE¹

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re:	ATD MergerSub, Inc.
	10 3/4% Senior
	Notes due 2013 (the “Securities”)
	Issued under the Indenture (the “Indenture”) dated
	as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $                     principal amount of Securities issued under the Indenture.

¨ B. Our proposed exchange of $                     principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us.

We hereby confirm that:

1. We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).

2. Any acquisition of Securities by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.

3. We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Securities and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Securities.

4. We are not acquiring the Securities with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.

F-1

5. We acknowledge that the Securities have not been registered under the Securities Act and that the Securities may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

6. The principal amount of Securities to which this Certificate relates is at least equal to $250,000.

We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Securities may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Securities or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

We understand that the Trustee will not be required to accept for registration of transfer any Securities acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Securities acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph. We further agree to provide to any person acquiring any of the Securities from us a notice advising such person that resales of the Securities are restricted as stated herein and that certificates representing the Securities will bear a legend to that effect.

We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

F-2

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
	Name:
	Title:
	Address:
Date:

F-3

Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows:

By:

Date:

Taxpayer ID number:

F-4

EXHIBIT G

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

CERTIFICATE OF BENEFICIAL OWNERSHIP

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re:	ATD MergerSub, Inc.
	10 3/4% Senior
	Notes due 2013 (the “Securities”)
	Issued under the Indenture (the “Indenture”) dated
	as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

We are the beneficial owner of $                     principal amount of Securities issued under the Indenture and represented by a Temporary Offshore Global Security (as defined in the Indenture).

We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]

¨ A. We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).

¨ B. We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

G-1

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF BENEFICIAL OWNER]

By:

Name:

Title:

Address:

Date:                         

G-2

[FORM II]

CERTIFICATE OF BENEFICIAL OWNERSHIP

Wachovia Bank, National Association

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention of: Corporate Trust Administration

Re:	ATD MergerSub, Inc.
	10 3/4% Senior
	Notes due 2013 (the “Securities”)
	Issued under the Indenture (the “Indenture”) dated
	as of March 31, 2005 relating to the Securities

Ladies and Gentlemen:

This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount of Securities represented by a Temporary Offshore Global Security issued under the above-referenced Indenture, that as of the date hereof, $             principal amount of Securities represented by the Temporary Offshore Global Security being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Security excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect to any portion of such Temporary Offshore Global Security submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

G-3

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Yours faithfully,

[Name of DTC Participant]

By:

Name:

Title:

Address:

Date:                         

G-4

EXHIBIT H

TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND

THIS SECURITY IS A TEMPORARY GLOBAL SECURITY. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL SECURITIES OTHER THAN A PERMANENT GLOBAL SECURITY IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER SECURITY.

H-1

EXHIBIT I

SUPPLEMENTAL INDENTURE

dated as of                     ,             

among

AMERICAN TIRE DISTRIBUTORS, INC.,

The Guarantor(s) Party Hereto

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

10 3/4% Senior Notes due 2013

I-1

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     ,             , among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of March 31, 2005 (the “Indenture”), relating to the Company’s 10 3/4% Senior Notes due 2013 (the “Securities”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Domestic Restricted Subsidiaries to provide Security Guarantees, except in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article XI thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

I-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors, Inc, as Issuer

By:

Name:

Title:

[GUARANTOR]

By:

Name:

Title:

Wachovia Bank, National Association, as Trustee

By:

Name:

Title:

I-3

EX-4.4

EXHIBIT 4.4

SUPPLEMENTAL INDENTURE

dated as of March 31, 2005

among

AMERICAN TIRE DISTRIBUTORS, INC.,

The Guarantor(s) Party Hereto

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

10 ³/4% Senior Notes due 2013

G-1

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”).

RECITALS

WHEREAS, the Company, Holdings and the Trustee entered into the Indenture, dated as of March 31, 2005 (the “Indenture”), relating to the Company’s 10 ³/4% Senior Notes due 2012 (the “Securities”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Domestic Restricted Subsidiaries to provide Security Guarantees, except in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article XI thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 6. On the date hereof, the Company has merged with and into the Issuer, with the Company being the surviving Person and, pursuant to Section 5.01 of the Indenture, the Company hereby expressly assumes all of the obligations of the Issuer under the Indenture, the Securities and any Registration Rights Agreement.

H-1

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors, Inc, as Issuer
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
American Tire Distributors Holdings, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
The Speed Merchant, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
T.O. Haas Holding Co., Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
T.O. Haas Tire Company, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary

H-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors, Inc, as Issuer
By:
Name:	Richard Johnson
Title:	Chief Executive Officer
American Tire Distributors Holdings, Inc.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President
The Speed Merchant, Inc.
By:
Name:	William Berry
Title:	President
T.O. Haas Holding Co., Inc.
By:
Name:	William Berry
Title:	President
T.O. Haas Tire Company, Inc.
By:
Name:	William Berry
Title:	President

[Fixed Rate Note Supplemental Indenture]

Texas Market Tire Holdings I, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
Texas Market Tire, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
Target Tire, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
Wachovia Bank, National Association, as Trustee
By:	/s/ Patrick L. Teague
Name:	Patrick L. Teague
Title:	Vice President

EX-4.5

Exhibit 4.5

SUPPLEMENTAL INDENTURE

dated as of March 31, 2005

among

AMERICAN TIRE DISTRIBUTORS, INC.,

The Guarantor(s) Party Hereto

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

Senior Floating Rate Notes due 2012

G-l

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”).

RECITALS

WHEREAS, the Company, Holdings and the Trustee entered into the Indenture, dated as of March 31, 2005 (the “Indenture”), relating to the Company’s Senior Floating Rate Notes due 2012 (the “Securities”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Domestic Restricted Subsidiaries to provide Security Guarantees, except in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article XI thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 6. On the date hereof, the Company has merged with and into the Issuer, with the Company being the surviving Person and, pursuant to Section 5.01 of the Indenture, the Company hereby expressly assumes all the obligations of the Issuer under the Indenture, the Securities and any Registration Rights Agreement.

H-l

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors, Inc, as Issuer
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
American Tire Distributors Holdings, Inc.
By:
Name:
Title:
The Speed Merchant, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
T.O. Haas Holding Co., Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
T.O. Haas Tire Company, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary

H-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

American Tire Distributors, Inc, as Issuer
By:
Name:	Richard Johnson
Title:	Chief executive Officer
American Tire Distributors Holdings, Inc.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President
The Speed Merchant, Inc.
By:
Name:	William Berry
Title:	President
T.O. Haas Holding Co., Inc.
By:
Name:	William Berry
Title:	President
T.O. Haas Tire Company, Inc.
By:
Name:	William Berry
Title:	President

[Floating Rate Note Supplemental Indenture]

Texas Market Tire Holdings I, Inc.
By:	/s/ J. Michael Gaither
Name: Title:	J. Michael Gaither Secretary
Texas Market Tire, Inc.
By:	/s/ J. Michael Gaither
Name: Title:	J. Michael Gaither Secretary
Target Tire, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary
Wachovia Bank, National Association, as Trustee
By:	/s/ Patrick L. Teague
Name:	PATRICK L. TEAGUE
Title:	Vice President

EX-5.1

Exhibit 5.1

GIBSON, DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

200 Park Avenue New York, New York 10166-0193

(212) 351-4000

www.gibsondunn.com

May 13, 2005

Direct Dial	Client No.
(212) 351-4000	C 03263-01263
Fax No.
(212) 351-4035

American Tire Distributors Holdings, Inc.

American Tire Distributors, Inc.

1220 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

Re: American Tire Distributors Holdings, Inc. and American Tire Distributors, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to American Tire Distributors Holdings, Inc. a Delaware corporation (“Holdings”) and American Tire Distributors, Inc., a Delaware corporation (“ATD” and together with Holdings, the “Issuers”), in connection with the registration, on a Registration Statement on Form S-4 (the “Registration Statement”), under the Securities Act of 1933, as amended, of $51,480,000 aggregate principal amount at maturity of 13% Senior Discount Notes due 2013 of Holdings, $140,000,000 aggregate principal amount of Senior Floating Rate Notes due 2012 of ATD (the “New Floating Rate Notes”), and $150,000,000 aggregate principal amount of 10 ³/4% Senior Notes due 2013 (the “New Fixed Rate Notes”) of ATD (collectively, the “New Notes”) and the related guarantees by Holdings and certain subsidiaries of ATD of the New Floating Rate Notes and the New Fixed Rate Notes (the “New Guarantees”).

The New Notes will be offered in exchange for like principal amounts or principal amounts at maturity, as applicable, of the outstanding 13% Senior Discount Notes due 2013 of Holdings, Senior Floating Rate Notes due 2012 of ATD (the “Old Floating Rate Notes”) and 10 ³/4% Senior Notes due 2013 (the “Old Fixed Rate Notes”) of ATD (collectively, the “Old Notes”) and the related guarantees by Holdings and certain subsidiaries of ATD of the Old Floating Rate Notes and the Old Fixed Rate Notes (the “Old Guarantees”), all pursuant to the Registration Rights Agreement, dated as of March 31, 2005 (the “Registration Rights

LOS ANGELES NEW YORK WASHINGTON, D.C. SAN FRANCISCO PALO ALTO

LONDON PARIS MUNICH BRUSSELS ORANGE COUNTY CENTURY CITY DALLAS DENVER

GIBSON, DUNN & CRUTCHER LLP

American Tire Distributors, Inc.

May     , 2005

Page 2

Agreement”), by and among the Issuers, the guarantors of the Old Floating Rate Notes and Old Fixed Rate Notes (the “Guarantors”) and the Initial Purchasers listed therein. The Registration Rights Agreement was executed in connection with the private placement of the Old Notes and Old Guarantees.

The Old Notes were issued and the New Notes will be issued pursuant to an Indenture, dated as of March 31, 2005 (the “Holdings Indenture”), an Indenture, dated March 31, 2005 (the “Floating Rate Note Indenture”) and an Indenture, dated as of March 31, 2005 (the “Fixed Rate Note Indenture” and together with the Holdings Indenture and the Floating Rate Note Indenture, the “Indentures”), both by and among the relevant Issuer, the Guarantors (in the case of the Floating Rate Note Indenture and the Fixed Rate Note Indenture) and Wachovia Bank, National Association, as trustee (the “Trustee”). The New Notes and the Indenture are each governed by the internal laws of the State of New York.

In rendering this opinion, we have examined the Registration Statement, the Indentures, the New Notes and New Guarantees (collectively, the “Documents”), and have also made such inquiries and examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, certificates, instruments and other documents, as we have considered necessary or appropriate for purposes of this opinion. As to factual matters, we have relied to the extent we deemed appropriate and without independent investigation upon the representations and warranties of the Issuers and the Guarantors in the Purchase Agreement, dated as of March 23, 2005, by and between the Issuers and the Guarantors party thereto, on the one hand, and the Initial Purchasers, on the other hand, executed in connection with the issuance and sale of the Old Notes, or certificates obtained from public officials and others.

In connection with such examination, we have assumed each of the following:

a) The signatures on all documents examined by us are genuine, all individuals executing such documents had all requisite legal capacity and competency and were duly authorized, the documents submitted to us as originals are authentic and the documents submitted to us as certified or reproduction copies conform to the originals;

b) the proceeds from the sale of the Old Notes were applied as set forth in the Offering Memorandum of the Issuers dated March 23, 2005 in connection with the issuance and sale of the Old Notes;

c) the issuance and delivery of the New Notes do not and will not, at any time, violate any applicable law or result in a violation of any provision of any instrument or agreement then binding on the Issuers or any Guarantor or any restriction imposed by any court or governmental body having jurisdiction over the Issuers or any Guarantor; and

2

GIBSON, DUNN & CRUTCHER LLP

American Tire Distributors, Inc.

May     , 2005

Page 3

d) the Registration Statement shall have become effective under the Securities Act and the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, exceptions, assumptions and limitations contained herein, we are of the opinion that:

1. The New Notes, when duly executed and delivered by or on behalf of the relevant Issuer in the form contemplated by the relevant Indenture and upon the terms set forth in the Registration Statement and authenticated by the Trustee, will be legally issued and will constitute valid and binding obligations of such Issuers enforceable against it in accordance with their terms.

2. The Guarantees, when the New Notes shall have been duly executed and delivered by or on behalf of the relevant Issuers in the form contemplated by the relevant Indenture and upon the terms set forth in the Registration Statement and authenticated by the Trustee, will constitute legal, valid and binding obligations of the relevant Guarantors.

The foregoing opinions are also subject to the following additional qualifications, exceptions, assumptions and limitations:

A. Our opinion is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers or distributions by corporations to stockholders) and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

B. We express no opinion regarding the effectiveness of (i) any waiver (whether or not stated as such) under the Documents, or any consent thereunder relating to any unknown future rights or any waiver of stay, extension or usury laws; (or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.

C. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and the Delaware General Corporation Law. We are not engaged in practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation

3

GIBSON, DUNN & CRUTCHER LLP

American Tire Distributors, Inc.

May     , 2005

Page 4

Law as presently in effect and have made such inquiries as we consider necessary to render the opinions contained herein. This opinion is limited to the effect of the present state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the State of Delaware and the facts, as they presently exist. We assume no obligation to revise or supplement this opinion in the event of changes in such laws or the interpretations thereof or in the event of changes in such facts. We express no opinion regarding any federal or state securities laws or regulations.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” contained in the prospectus that forms a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

4

EX-10.16

AMERICAN TIRE DISTRIBUTORS, INC.

THE SPEED MERCHANT, INC.

T.O. HAAS HOLDING CO, INC.

T.O. HAAS TIRE COMPANY, INC.

TEXAS MARKET TIRE HOLDINGS I, INC.

TEXAS MARKET TIRE, INC.

TARGET TIRE, INC.

ATD MERGERSUB, INC.

FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

dated as of March 31, 2005

$300,000,000.00

Senior Secured Credit Facility

BANC OF AMERICA SECURITIES LLC,

WACHOVIA CAPITAL MARKETS LLC and

GECC CAPITAL MARKETS GROUP, INC., as Co-Lead Arrangers

WACHOVIA BANK, NATIONAL ASSOCIATION

and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Syndication Agents

THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent

BANC OF AMERICA SECURITIES LLC

as Book Running Manager

and

BANK OF AMERICA, N.A.

as Administrative Agent

TABLE OF CONTENTS

			Page
SECTION 1. DEFINITIONS			3
	1.1	Defined Terms.	3
	1.2	Other Definitional Provisions.	35
SECTION 2. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS			36
	2.1	Revolving Credit Commitments.	36
	2.2	Commitment Fee.	38
	2.3	Proceeds of Revolving Credit Loans.	38
	2.4	Swing Line Commitment.	39
	2.5	Issuance of Letters of Credit.	40
	2.6	Participating Interests.	41
	2.7	Procedure for Opening Letters of Credit.	41
	2.8	Payments in Respect of Letters of Credit.	41
	2.9	Letter of Credit Fees.	42
	2.10	Letter of Credit Reserves.	42
	2.11	Further Assurances.	43
	2.12	Obligations Absolute.	44
	2.13	Assignments.	44
	2.14	Participations.	44
SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS			45
	3.1	Procedure for Borrowing.	45
	3.2	Conversion and Continuation Options.	46
	3.3	Changes of Commitment Amounts; Termination.	46
	3.4	Optional and Mandatory Prepayments; Repayments of Revolving Credit Loans.	47
	3.5	Interest Rates and Payment Dates.	48
	3.6	Computation of Interest and Fees.	49
	3.7	Certain Fees.	49
	3.8	Inability to Determine Interest Rate.	49
	3.9	Pro Rata Treatment and Payments.	50
	3.10	Illegality.	52
	3.11	Requirements of Law.	53
	3.12	Indemnity.	55
	3.13	Repayment of Loans; Evidence of Indebtedness.	56
	3.14	Replacement of Lenders.	56
	3.15	Notice of Adjustments to Eligibility Criteria, Imposition of Additional Reserves Against Borrowing Base, Etc.	57
	3.16	Valuation of Inventory.	57
	3.17	Overadvances.	57

-i-

	3.18	Borrowers’ Representative.	57
	3.19	Joint and Several Liability.	58
	3.20	Waiver of Suretyship Defenses.	58
	3.21	Statements of Account.	59
	3.22	Delegation of Authority to Administrative Agent.	59
SECTION 4. REPRESENTATIONS AND WARRANTIES			59
	4.1	Financial Condition.	59
	4.2	No Change.	60
	4.3	Existence; Compliance with Law.	60
	4.4	Power; Authorization.	60
	4.5	Enforceable Obligations.	61
	4.6	No Legal Bar.	61
	4.7	No Material Litigation.	61
	4.8	Investment Company Act.	61
	4.9	Federal Regulation.	61
	4.10	No Default.	62
	4.11	Taxes.	62
	4.12	Subsidiaries.	62
	4.13	Ownership of Property.	62
	4.14	ERISA.	62
	4.15	Accuracy and Completeness of Information.	63
	4.16	Holdings.	63
	4.17	Receivables.	63
	4.18	Inventory.	64
	4.19	Solvency.	64
	4.20	Corporate and Fictitious Names.	64
	4.21	Employee Relations.	64
	4.22	Proprietary Rights.	64
	4.23	Trade Names.	65
	4.24	Bank Accounts.	65
	4.25	Real Property.	65
SECTION 5. CONDITIONS PRECEDENT			65
	5.1	Conditions to Initial Loans and Letters of Credit.	65
	5.2	Conditions to All Loans and Letters of Credit.	69
SECTION 6. AFFIRMATIVE COVENANTS			70
	6.1	Financial Statements.	70
	6.2	Certificates; Other Information.	71
	6.3	Conduct of Business and Maintenance of Existence.	72
	6.4	Maintenance of Property; Insurance.	72
	6.5	Inspection of Property; Books and Records; Discussions.	73
	6.6	Notices.	74
	6.7	Environmental Laws	74
	6.8	Additional Collateral.	75
	6.9	Collateral Schedules.	76

-ii-

	6.10	Collection of Receivables.	77
	6.11	Merger of Subsidiaries.	78
SECTION 7. NEGATIVE AND INFORMATION COVENANTS			79
	7.1	Indebtedness.	79
	7.2	Limitation on Liens.	80
	7.3	Limitation on Contingent Obligations.	81
	7.4	Prohibition of Fundamental Changes.	82
	7.5	Prohibition on Sale of Assets.	83
	7.6	Limitation on Investments, Loans and Advances.	84
	7.7	Hedging Agreements.	88
	7.8	Fixed Charge Coverage Ratio.	88
	7.9	Limitation on Dividends and Certain Other Payments.	88
	7.10	Transactions with Affiliates.	91
	7.11	Limitation on Lines of Business.	92
	7.12	Amendments to Certain Documents.	92
	7.13	Limitation on Prepayments and Amendments of Certain Indebtedness.	92
SECTION 8. EVENTS OF DEFAULT			93
	8.1	Events of Default.	93
	8.2	Remedies.	95
SECTION 9. SECURITY INTEREST			98
	9.1	Priority of Security Interest.	98
	9.2	Continued Priority of Security Interest.	99
SECTION 10. THE ADMINISTRATIVE AGENT; THE CO- SYNDICATION AGENTS; THE DOCUMENTATION AGENT; AND THE ISSUING LENDERS			100
	10.1	Appointment.	100
	10.2	Delegation of Duties.	100
	10.3	Exculpatory Provisions.	100
	10.4	Reliance by Administrative Agent.	101
	10.5	Notice of Default.	101
	10.6	Non-Reliance on Administrative Agent, Co-Syndication Agents, Documentation Agent and Other Lenders.	101
	10.7	Indemnification.	102
	10.8	The Administrative Agent in its Individual Capacity.	103
	10.9	Successor Administrative Agent.	103
	10.10	Notices from Administrative Agent to Lenders; Notices from Lenders to Administrative Agent.	104
	10.11	Declaring Events of Default.	105
	10.12	Issuing Lender as Issuer of Letters of Credit.	105
	10.13	Co-Syndication Agents and Documentation Agent.	105
	10.14	No Reliance on Administrative Agent’s Customer Identification Program.	105
	10.15	USA Patriot Act.	105

-iii-

SECTION 11. MISCELLANEOUS			106
	11.1	Amendments and Waivers.	106
	11.2	Notices.	108
	11.3	No Waiver; Cumulative Remedies.	109
	11.4	Survival of Representations and Warranties.	109
	11.5	Expenses.	109
	11.6	Stamp and Other Taxes.	110
	11.7	Indemnification.	110
	11.8	Successors and Assigns; Participations and Assignments.	111
	11.9	Adjustments; Set-off.	114
	11.10	Representation of Lenders.	115
	11.11	Counterparts.	115
	11.12	Governing Law; No Third Party Rights.	115
	11.13	Survival.	115
	11.14	Submission to Jurisdiction; Waivers.	116
	11.15	Interest.	116
	11.16	Permitted Payments and Transactions.	117
	11.17	Amendment and Restatement.	117

-iv-

SCHEDULES
Schedule I	List of Addresses for Notices; Lending Offices; Commitment Amounts
Schedule II	Pricing Grid
Schedule III	Pro Forma Adjusted EBITDA
Schedule IV	Excluded Collateral
Schedule 1.1	Clearing Banks
Schedule 4.7	Litigation
Schedule 4.11	Taxes
Schedule 4.12	Subsidiaries
Schedule 4.13	Permitted Inventory Locations
Schedule 4.17(b)	Locations of Offices and Records
Schedule 4.20	Corporate and Fictitious Names
Schedule 4.21	Employee Relations
Schedule 4.23	Tradenames
Schedule 4.24	Bank Accounts
Schedule 4.25	Real Property
Schedule 7.1(a)	Existing Indebtedness
Schedule 7.2(g)	Existing Liens
Schedule 7.3(d)	Existing Contingent Obligations
Schedule 7.6(l)	Permitted Investments
Schedule 7.10	Affiliate Transactions
EXHIBITS
EXHIBIT A	Form of Revolving Credit Note
EXHIBIT B	Form of Swing Line Note
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Parent Guarantee
EXHIBIT E	Form of Parent Pledge Agreement
EXHIBIT F	Form of Subsection 3.11(d)(2) Certificate
EXHIBIT G	Form of Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT H	Form of Borrower Closing Certificate
EXHIBIT I	Form of Credit Parties Closing Certificate
EXHIBIT J	Form of Borrowing Base Certificate
EXHIBIT K	Form of Vendor Lien Subordination Agreement

-v-

FOURTH AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

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 and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Syndication Agents (collectively, the “Co-Syndication Agents”); THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent (the “Documentation Agent”); and BANK OF AMERICA, N.A., as administrative agent and collateral agent for the Lenders (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, on March 19, 2004, the Borrowers, the financial institutions party thereto from time to time, Fleet Capital Corporation (“FCC”), as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, The CIT Group/ Business Credit, Inc., as Documentation Agent and Fleet Securities, Inc. as the Arranger entered into that certain Third Amended and Restated Loan and Security Agreement (the “Existing Loan Agreement”);

WHEREAS, on March 7, 2005, MergerCo, American Tire Distributors Holdings, Inc., a Delaware corporation and parent of MergerCo (“Holdings”), American Tire, Charles Charlesbank Equity Fund IV, Limited Partnership, a Massachusetts limited partnership, Charlesbank Capital Partners, LLC, a Massachusetts limited liability company, solely in its capacity as representative of the holders of American Tire’s capital stock, entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”);

WHEREAS, prior to the date hereof, (i) FCC assigned all of its interests in the loans under the Existing Loan Agreement to Bank of America, N.A. (“Bank of America”), (ii) FCC resigned as Administrative Agent under the Existing Loan Agreement and (iii) Bank of America was appointed as successor Administrative Agent by the Lenders party to the Existing Loan Agreement;

WHEREAS, pursuant to the Merger Agreement and upon the conditions set forth therein, MergerCo will effect a merger of MergerCo with and into American Tire (the “Merger”), with American Tire as the surviving corporation, and that, at the effective time of the Merger (the “Effective Time”), each share of issued and outstanding common stock, par value $0.01 per share

(a “Share”) outstanding immediately prior to the effective time of the Merger (other than Shares owned by American Tire, Holdings or MergerCo or any subsidiary of American Tire or Shares with respect to which appraisal rights are properly exercised under Delaware law) will by virtue of the Merger and without any action on the part of the holder thereof be converted into the right to receive cash equal to the Per Share Common Stock Consideration (as defined in the Merger Agreement);

WHEREAS, subject to certain consent and/or acknowledgements as described in the Merger Agreement, each warrant and option for Shares issued and outstanding immediately prior to the Effective Time shall vest and become exercisable into the right to receive a sum in cash equal to the Warrant Cancellation Payment and Option Cancellation Payment (each as defined in the Merger Agreement), respectively;

WHEREAS, subject to appraisal rights, each share of Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (each as defined in the Merger Agreement) of American Tire will be converted into a cash sum amount described in Article II of the Merger Agreement, each share of Series A Preferred Stock (as defined in the Merger Agreement) will be redeemed, and each share of Series B Preferred Stock (as defined in the Merger Agreement) will be converted into shares of preferred stock of Holdings;

WHEREAS, at the Effective Time, American Tire intends to send out irrevocable notices of redemption (the “Debt Redemption”) of all its outstanding 10% Senior Notes Due 2008, Series D (the “Existing Notes”);

WHEREAS, after giving effect to the Merger, Investcorp, together with certain affiliated entities and other international investors arranged by Investcorp (as defined below), and certain other investors and members of senior management of Holdings or the Borrowers identified to the Lenders before the Closing Date (as defined below) or otherwise reasonably acceptable to Banc of America Securities LLC, Wachovia Capital Markets LLC and GECC Capital Markets Group, Inc., as the Co-Lead Arrangers (collectively, the “Investor Group”), will own and control, 100% of the outstanding common stock of Holdings and Holdings will own and control 100% of the outstanding common stock of American Tire; and

WHEREAS, in connection with the Merger, and to refinance certain of the Borrowers’ existing indebtedness, to finance a portion of the Merger and to pay fees and expenses in connection therewith, as well as for general corporate purposes, the Borrowers have requested that the Lenders modify certain provisions of the Existing Loan Agreement to permit the Merger and establish a $300,000,000 five-year Revolving Credit Facility (the “Revolving Credit Facility”) pursuant to which revolving credit loans may be made to the Borrowers and letters of credit may be issued for the account of the Borrowers;

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NOW, THEREFORE, the Borrowers, the Administrative Agent, the Co-Syndication Agents, the Documentation Agent and the Lenders agree that the Existing Loan Agreement is hereby amended and restated in its entirety by this Agreement:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms defined in the caption hereto shall have the meanings set forth therein, and the following terms have the following meanings:

“Account”: has the meaning ascribed to such term in the UCC.

“Account Debtor”: a Person who is obligated on a Receivable.

“ACH Transfer”: the transfer of funds within or between financial institutions using electronic credits and debits in accordance with banking procedures promulgated by the National Automated Clearing House Association or any related regional association.

“Additional Reserves”: reserves (other than the Letter of Credit Reserve, the Rent Reserve or the Dilution Reserve) against the Borrowing Base established by the Administrative Agent from time to time in the exercise of its reasonable credit judgment.

“Adjustment Date”: as defined in the definition of Applicable Margin.

“Administrative Agent”: as defined in the Preamble hereto, and includes any successor agent appointed pursuant to Section 10.9 hereof.

“Affiliate”: of any Person means (a) any Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 25% or more of the securities having ordinary voting power for the election of directors of such Person, whether by ownership of securities, contract, proxy or otherwise, or (y) to direct or cause the direction of the management and policies of such Person, whether by ownership of securities, contract, proxy or otherwise.

“Agency Account”: an account of a Borrower maintained by it with a Clearing Bank pursuant to an Agency Account Agreement.

“Agency Account Agreement”: an agreement among a Borrower, the Administrative Agent and a Clearing Bank, in form and substance satisfactory to the Administrative Agent, concerning the collection and transfer of payments which represent the proceeds of Receivables or of any other Collateral.

“Agents”: the collective reference to the Co-Syndication Agents, the Documentation Agent and the Administrative Agent.

“Agreement”: this Loan Agreement, as amended, supplemented, restated or otherwise modified from time to time.

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“Alternate Base Rate”: at any time a fluctuating interest rate per annum equal to the greater of (i) the rate of interest announced or quoted from time to time by the Bank as its prime rate for commercial loans (the “Prime Rate”), which rate might not be the lowest rate charged by the Bank, and, if such prime rate for commercial loans is discontinued by the Bank as a standard, a comparable reference rate designated by the Bank as a substitute therefor shall be the Base Rate, and (ii) the Federal Funds Rate plus 1/2 of 1% per annum. For purposes hereof: “Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve system arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Bank from three federal funds brokers of recognized standing selected by Bank. Any change in the Alternate Base Rate due to a change in the prime rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the prime rate or the Federal Funds Effective Rate, respectively.

“Alternate Base Rate Loans”: Loans at such time as they are made and/or being maintained at a rate of interest based upon the Alternate Base Rate.

“Anti-Terrorism Laws”: any applicable United States laws relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.

“Applicable Margin”: for the Revolving Credit Loans of the Types set forth below, the rate per annum set forth under the relevant column heading opposite such Loans below:

Alternate Base Rate Loans	Eurodollar Loans
zero	1.50%

; provided that, from and after the first six month anniversary of the Closing Date, the Applicable Margin with respect to Revolving Credit Loans will be adjusted on each Adjustment Date (as defined below) to the applicable rate per annum set forth in the pricing grid attached hereto as Schedule II based on the Fixed Charge Coverage Ratio as determined from the financial statements delivered in accordance with Section 6.1(b) hereof and related compliance certificate, commencing with the third Fiscal Quarter of Fiscal Year 2005 and quarterly thereafter. Changes in the Applicable Margin resulting from changes in the Fixed Charge Coverage Ratio shall become effective on the first day of the month following the date on which such financial statements and compliance certificates are delivered to the Lenders (the “Adjustment Date”) and shall remain in effect until the next change to be effected pursuant to this definition; provided that (a) the Applicable Margin shall be initially the rate per annum set forth under the relevant column heading above; (b) if for any reason the financial statements required by Section 6.1(b) are not timely delivered to the Lenders, (i) during the period from the date upon which such financial statements were required to be delivered until the date upon which they actually are delivered, the Applicable Margin shall be the Applicable Margin in effect immediately prior to the date such financial statements were due, and (ii) if such financial statements, when actually delivered, would have required an increase in the Applicable Margin over the Applicable Margin in effect immediately prior to the date such financial statements were due, the Borrowers shall

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promptly following the delivery of such financial statements pay to the Lenders and the Administrative Agent any additional amounts of interest or fees which would have been payable on any previous Interest Payment Date had such higher Applicable Margin been in effect from the date such financial statements were required to be delivered; (c) any change in the Applicable Margin as a result of a change in the Fixed Charge Coverage Ratio shall apply to all Revolving Credit Loans for each day during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change in the Applicable Margin; and (d) if an Event of Default exists on any Adjustment Date or other date upon which the Applicable Margin would otherwise be adjusted hereunder, the Applicable Margin shall in no event be reduced on such Adjustment Date or other date from the Applicable Margin in effect immediately prior to such Adjustment Date or other date until such Event of Default is cured or waived.

“Assignee Group”: two or more Eligible Assignees that are Affiliates of one another or two or more Eligible Assignees managed by the same investment advisor.

“Assignment and Acceptance”: an assignment and acceptance substantially in the form of Exhibit C.

“Available Revolving Credit Commitment”: as to any Lender, at a particular time, an amount equal to (a) the amount of such Lender’s Revolving Credit Commitment at such time less (b) the sum of (i) the aggregate unpaid principal amount at such time of all Revolving Credit Loans made by such Lender pursuant to Section 2.1, (ii) such Lender’s Revolving Credit Commitment Percentage of the aggregate unpaid principal amount at such time of all Swing Line Loans; provided that for purposes of calculating the Revolving Credit Commitments pursuant to Section 2.2 the amount referred to in this clause (ii) shall be zero, (iii) such Lender’s L/C Participating Interest in the aggregate amount available to be drawn at such time under all outstanding Letters of Credit issued by the Issuing Lender and (iv) such Lender’s Revolving Credit Commitment Percentage of the aggregate outstanding amount of L/C Obligations; collectively, as to all the Lenders, the “Available Revolving Credit Commitments.”

“B/F Subordination Agreement”: the Amended and Restated Subordination Agreement dated November 6, 2002, as amended, restated or otherwise modified from time to time, among Bridgestone/Firestone, the Administrative Agent, American Tire, Speed Merchant, Haas Holding and Haas Tire, which amended and restated in its entirety that certain Subordination Agreement dated August 14, 2001.

“Bank”: Bank of America, N.A. and its successors and assigns.

“Banking Relationship Debt”: debt or other obligations of a Borrower to Bank or any Lender (or any Affiliate of Bank or any Lender, including FNB) arising out of or relating to (i) demand deposit and operating account relationships between such Borrower and Bank or any Lender (or any Affiliate of Bank or any Lender, including FNB) or any cash management services provided to such Borrower or any of its Subsidiaries, including any obligations under Cash Management Agreements (but excluding any assets or investment property of American Tire Distributors, Inc. Deferred Compensation Program), and (ii) Interest Rate Protection Agreements or other Hedging Agreements with Bank or any Lender (or any Affiliate of Bank or any Lender, including FNB) not entered into for speculative purposes.

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“Bankruptcy Code”: Title I of the Bankruptcy Reform Act of 1978, as amended and codified at Title 11 of the United States Code.

“Base Rate Revolving Credit Loan”: a Revolving Credit Loan that bears interest based upon the Alternate Base Rate.

“Board”: the Board of Governors of the Federal Reserve System, together with any successor.

“Borrowers”: as defined in the Preamble hereto.

“Borrowing Base”: an amount equal to the lesser of:

(a) the aggregate Revolving Credit Commitments, minus the sum of:

(i) the Letter of Credit Reserve, plus

(ii) the Rent Reserve, plus

(iii) any Additional Reserves, and

(b) an amount equal to

(i) 85% of the Value of Eligible Receivables, plus

(ii) an amount equal to the least of:

(A) 65% of the Value of Eligible Tire Inventory, and

(B) the NOLV Percentage of the Value of Eligible Tire Inventory, and

(C) $160,000,000; plus

(iii) an amount equal to the least of:

(A) 50% of the Value of Eligible Non-Tire Inventory;

(B) the NOLV Percentage of the Value of Eligible Non-Tire Inventory; and

(C) $45,000,000, minus

(iv) the sum of:

(A) the Letter of Credit Reserve, plus

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(B) the Rent Reserve, plus

(C) the Dilution Reserve, plus

(D) any Additional Reserves.

“Borrowing Base Certificate”: a certificate in the form attached as Exhibit J or in such form as the Borrowers and the Administrative Agent may agree.

“Borrowing Date”: any Business Day specified in a notice pursuant to (a) Sections 2.4 or 3.1 as a date on which a Borrower requests the Swing Line Lender or the Lenders to make Loans hereunder or (b) Section 2.5 as a date on which a Borrower requests the Issuing Lender to issue a Letter of Credit hereunder.

“Bridgestone/Firestone”: Bridgestone/Firestone North American Tire, LLC, a Delaware limited liability company and successor by merger to Bridgestone/Firestone, Inc., an Ohio corporation.

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City, Charlotte, North Carolina or Atlanta, Georgia are authorized or required by law to close.

“Capital Expenditures”: for any period, all amounts which would, in accordance with GAAP, be set forth as capital expenditures (exclusive of any amount attributable to capitalized interest) on the consolidated statement of cash flows or other similar statement of American Tire and its Subsidiaries for such period but shall exclude (a) any expenditures made with the proceeds of condemnation or eminent domain proceedings affecting real property or with insurance proceeds, and (b) expenditures in connection with acquisitions and joint ventures permitted under this Agreement.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

“Cash Collateral”: collateral consisting of cash or, if acceptable to the Administrative Agent, Cash Equivalents, in each case on which the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, has a first priority Lien.

“Cash Collateral Account”: a special interest-bearing deposit account consisting of cash maintained by the Administrative Agent in the name of American Tire but under the sole dominion and control of the Administrative Agent, for the benefit of itself as Administrative Agent and for the benefit of the other Secured Parties.

“Cash Equivalents”: (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition, (b) certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities

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not exceeding one year and overnight bank deposits, in each case with any Lender or with any domestic (in the case of any investments, acquisitions or holdings by a Borrower or its Domestic Subsidiaries) commercial bank or trust company having capital and surplus in excess of $100,000,000, (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) entered into with any financial institution meeting the qualifications specified in clause (b) above, (d) commercial paper having the highest rating obtainable from S&P or Moody’s and in each case maturing within one year after date of acquisition, (e) investment funds investing 95% of their assets in securities of the type described in clauses (a) through (d) above, (f) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either S&P or Moody’s and (g) indebtedness with a rating of “A” or higher from S&P or “A2” or higher from Moody’s.

“Cash Management Agreement”: any agreement entered into from time to time between any Borrower or any of its Subsidiaries, on the one hand, and Bank or any Lender or any of their Affiliates on the other, in connection with cash management services for collections and for operating, payroll and trust accounts of such Borrower or its Subsidiaries provided by Bank or any Lender or any of their Affiliates, including ACH Transfer services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Change in Law”: with respect to any Lender, the adoption of, or change in, any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) or any change in the interpretation or application thereof by any Governmental Authority having jurisdiction over such Lender, in each case after the Closing Date.

“Change of Control”: shall be considered to have occurred if (i) at any time prior to an IPO by Holdings: Investcorp and any of its Affiliates (provided that, for purposes of this definition only, the reference to 25% in the definition of Affiliate contained in this Section 1.1 shall be deemed to be 51%) and Subsidiaries, any Person that is a member of the senior management of Holdings and American Tire, and any entity the majority of the equity ownership interests of which is owned by such senior management of Holdings or American Tire, shall cease to own, directly or indirectly, in the aggregate, at least 51% of the issued and outstanding voting stock of Holdings, free and clear of all Liens, (ii) at any time after an IPO by Holdings: if any Person (other than Investcorp, any of its Affiliates or Subsidiaries, any Person that is a member of the senior management of Holdings or American Tire, any entity the majority of the equity ownership interests of which is owned by such senior management of Holdings or American Tire or any Person acting in the capacity of an underwriter), whether singly or in concert with one or more Persons, shall, directly or indirectly, have acquired, or acquire the power (x) to vote or direct the voting of 30% or more, on a fully diluted basis, of the outstanding common stock of Holdings or (y) to elect or designate for election a majority of the Board of Directors of Holdings by voting power, contract or otherwise or (iii) at any time after the Merger, Holdings shall cease to own approximately 100% of the outstanding Capital Stock of American Tire.

“Chattel Paper”: has the meaning ascribed to such term in the UCC.

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“CIP Regulations”: has the meaning set forth in Section 10.14.

“Clearing Bank”: the banks listed on Schedule 1.1 hereto and any other banking institution with which an Agency Account has been established pursuant to an Agency Account Agreement.

“Closing Date”: the date on which the Lenders make their initial Loans or the Issuing Lender issues the initial Letter of Credit under this Agreement.

“Closing Forecasts”: as defined in subsection 5.1(d).

“Closing Transactions”: the collective reference to the Equity Contribution, the repayment of certain of the Borrowers’ existing indebtedness on the Closing Date and the issuance of the Senior Notes and the Parent Notes.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all of each Borrower’s right, title and interest in and to each of the following, wherever located and whether now or hereafter existing or now owned or hereafter acquired or arising:

(a) all Accounts;

(b) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);

(c) all Documents;

(d) all Inventory including (i) all goods intended for sale or lease or for display or demonstration, (ii) all work in process, and (iii) all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or services or otherwise used or consumed in the conduct of business;

(e) all Instruments;

(f) all Supporting Obligations;

(g) all Letter of Credit Rights;

(h) the Commercial Tort Claims relating to the Collateral;

(i) all General Intangibles related to any of the Collateral (including Intellectual Property but excluding tax refunds and insurance proceeds that are not proceeds of any of the Collateral);

(j) Deposit Accounts;

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(k) all Investment Property (including 100% of the stock of each Domestic Subsidiary of a Borrower and 65% of the stock of each Foreign Subsidiary of a Borrower);

(l) all cash or other property deposited with the Administrative Agent or any Lender or any Affiliate of the Administrative Agent or any Lender or which the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, or any Lender or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or any of the Loan Documents or any agreement relating to any Letter of Credit, including amounts on deposit in the Cash Collateral Account;

(m) all books, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof; and

(n) any and all products and cash and non-cash proceeds of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, Chattel Paper, security agreements and other documents, provided, however, that notwithstanding anything to the contrary contained herein, the following property of each Borrower shall not constitute “Collateral” hereunder (hereinafter, the “Excluded Property”): (i) Real Property; (ii) Equipment; (iii) Fixtures; (iv) the property described on Schedule IV to this Agreement; (v) any proceeds arising from the sale, lease, assignment or disposition of any of the foregoing Excluded Property, including proceeds consisting of Accounts, General Intangibles, Documents, Instruments, Chattel Paper, Supporting Obligations or Letter of Credit Rights that arise from such sale, lease, assignment or disposition of such Excluded Property; and (vi) the escrowed funds in the amount of $29,076,762 held by the trustee of the Existing Notes on the Closing Date in connection with the Debt Redemption and; provided further, in no event shall Collateral include more than 65% of the total outstanding voting stock of any Foreign Subsidiary.

“Combined Basket”: for purposes of subsections (h), (i) and (m) of Section 7.6 that relate to acquisitions, investments and Permitted Senior Note Repurchases that occur after the Closing Date and subsections (g) and (j) of Section 7.9 that relates to Permitted Series B Redemptions and Permitted Parent Notes Redemptions that occur after the Closing Date, an amount equal to (i) $10,000,000, less (ii) the sum of (a) the Purchase Price of acquisitions made pursuant to Section 7.6(h) prior to the date of such acquisition, (b) the amount of investments made pursuant to Section 7.6(i) in cash prior to the date of such investment, (c) the amount of Permitted Senior Notes Repurchases made in cash prior to the date of such repurchase, (d) the amount of Permitted Series B Redemptions made in cash prior to the date of such redemption, and (e) the amount of Permitted Parent Notes Redemptions made in cash prior to the date of such redemption.

“Commercial Tort Claim”: has the meaning ascribed to such term in the UCC.

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“Commercial L/C”: a commercial documentary Letter of Credit under which the Issuing Lender agrees to make payments in Dollars for the account of a Borrower, on behalf of a Borrower or a Subsidiary of the Borrower, in respect of obligations of the Borrower or such Subsidiary in connection with the purchase of goods or services in the ordinary course of business.

“Commitment”: as to Swingline Lender, the Swingline Commitment, and as to any Lender at any time, such Lender’s Revolving Credit Commitment; collectively, as to all the Lenders, the “Commitments”.

“Commitment Fee Rate”: 0.30 % per annum; provided, that commencing with the first sixth month anniversary of the Closing Date and so long as no Event of Default exists, the Commitment Fee Rate will be determined pursuant to the pricing grid attached hereto as Schedule II based upon the Fixed Charge Coverage Ratio as determined from the relevant financial statements delivered pursuant to Section 6.1(b), commencing with the third Fiscal Quarter of Fiscal Year 2005 and quarterly thereafter.

“Commitment Percentage”: as to any Lender at any time, its Revolving Credit Commitment Percentage.

“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with a Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes a Borrower and which is treated as a single employer under Section 414(b) or (c) of the Code.

“Consolidated Current Assets”: at a particular date, all amounts which would, in conformity with GAAP, be included under current assets on a consolidated balance sheet of the Borrowers and their Subsidiaries as at such date.

“Consolidated Current Liabilities”: at a particular date, all amounts which would, in conformity with GAAP, be included under current liabilities on a consolidated balance sheet of the Borrowers and their Subsidiaries as at such date, excluding the current portion of long-term debt and the entire outstanding principal amount of the Revolving Credit Loans.

“Consolidated EBITDA”: for any specified accounting period for a specified Person, means Consolidated Net Income of such Person for such period before provision for income taxes for such period, plus interest expense, depreciation expense and amortization expense, management fees to the extent constituting Subordinated Indebtedness (or to the extent and in the amount paid on the Closing Date), non-recurring charges (including fees and expenses incurred in connection with the Transactions) and non-cash charges (including to the extent deducted in the computation of Consolidated Net Income of American Tire and its consolidated Subsidiaries for such period, the amount of any non-cash charges taken by American Tire and its consolidated Subsidiaries during such period relating solely to unamortized financing costs incurred by them in connection with the Existing Loan Agreement), in each case without duplication and in each case to the extent deducted in computing Consolidated Net Income for such period.

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“Consolidated Indebtedness”: at a particular date, all Indebtedness (excluding the undrawn amount of Letters of Credit), determined on a consolidated basis in accordance with GAAP at such date.

“Consolidated Net Income”: as applied to any Person for any accounting period, the net income or net loss, as the case may be, of such Person for the period in question after giving effect to deduction of or provision for all operating expenses, all taxes and reserves (including reserves for deferred taxes) and all other proper deductions, all determined in accordance with GAAP, provided that there shall be excluded:

(a) the net income or net loss of any Person accrued prior to the date it becomes a Subsidiary of, or is merged into or consolidated with, the Person whose Consolidated Net Income is being determined or a Subsidiary of such Person,

(b) the net income or net loss of any Person in which the Person whose Consolidated Net Income is being determined or any Subsidiary of such Person has an ownership interest, except, in the case of net income, to the extent that any such income has actually been received by such Person or such Subsidiary in the form of cash dividends or similar distributions,

(c) any restoration of any contingency reserve, except to the extent that provision for such reserve was made out of income during any period,

(d) any net gains or losses on the sale or other disposition, not in the ordinary course of business, of investments, business units and other capital assets,

(e) any net gain arising from the collection of the proceeds of any insurance policy,

(f) any write-up of any asset, and

(g) any other extraordinary income or loss.

“Contingent Obligation”: as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount (based on the maximum reasonably anticipated net liability in respect thereof as determined by American Tire in good faith) of the primary obligation or portion thereof in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated net liability in respect thereof (assuming such Person is required to perform thereunder) as determined by American Tire in good faith.

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“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of the property owned by it is bound.

“Controlled Disbursement Account”: one or more accounts maintained by and in the name of the Borrowers (or any of them) with a Disbursing Bank for the purposes of disbursing Loan proceeds and amounts deposited thereto.

“Cooper Subordination Agreement”: that certain Vendor Lien Subordination Agreement dated October 28, 2004, between the Administrative Agent and Cooper Tire & Rubber Company as the same may be amended, restated, or otherwise modified from time to time.

“Credit Parties”: the collective reference to Holdings, the Borrowers and each of their respective direct and indirect Subsidiaries other than any Foreign Subsidiaries of the Borrowers (or any other United States Person).

“Currency Agreement:” any forward contract, future contract, foreign exchange contract, currency swap contract and similar agreement or arrangement between any Person and a financial institution designed to protect such Person against fluctuations in foreign exchange rates.

“Current”: with respect to the applicable accounts payable of American Tire and its consolidated Subsidiaries, means such payables are current in accordance with American Tire’s past payment practices as evidenced by accounts payable agings provided to the Administrative Agent pursuant to the Existing Loan Agreement during the period in Fiscal Year 2005 prior to the Closing Date.

“Debt Redemption”: as defined in the Recitals hereto.

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Deposit Account”: has the meaning ascribed to such term in the UCC.

“Dilution Reserve”: an amount equal to the excess of (i) non-cash reductions to the Borrowers’ Receivables (on a combined basis) during a 12-month period prior to the date of determination as established by the Borrowers’ records or by a field examination conducted by the Administrative Agent’s employees or representatives, expressed as a percentage of the Borrowers’ Receivables (on a combined basis) outstanding during the same period, as the same may be adjusted by the Administrative Agent in the exercise of its reasonable credit judgment, over (ii) 5%, multiplied by an amount equal to Eligible Receivables as of the date of determination.

“Disbursing Bank”: any commercial bank with which a Controlled Disbursement Account is maintained after the Closing Date.

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“Document”: has the meaning ascribed to such term in the UCC.

“Documentation Agent”: as referenced in the Recitals hereto.

“Dollars” and “$”: refers to lawful money of the United States.

“Domestic Subsidiary”: as to any Person, any Subsidiary of such Person other than a Foreign Subsidiary of such Person.

“Electronic Chattel Paper”: has the meaning ascribed to such term in the UCC.

“Eligible Assignee”: (i) a commercial bank organized under the laws of the United States, or any State thereof, having total assets in excess of $10,000,000,000; (ii) any commercial finance or asset based lending company organized under the laws of the United States, any State thereof or the District of Columbia, having total assets in excess of $10,000,000,000; and (iii) any Lender listed on the signature page of this Agreement; provided that the representation contained in Section 11.10 hereof shall be applicable with respect to any such Person.

“Eligible Inventory”: collectively, Eligible Tire Inventory and Eligible Non-Tire Inventory.

“Eligible Non-Tire Inventory”: items of Inventory (other than tires) of a Borrower held for sale in the ordinary course of the business of such Borrower (but not including packaging or shipping materials or maintenance supplies) that meet all of the following requirements: (a) such Inventory is owned by a Borrower, is subject to the Security Interest, which is perfected as to such Inventory, and is not subject to any other Lien whatsoever other than a Permitted Lien; (b) such Inventory consists of raw materials or finished goods and does not consist of work-in-process, supplies or consigned goods; (c) such Inventory is in good condition and meets in all material respects all material standards applicable to such goods, their use or sale imposed by any governmental agency, or department or division thereof, having regulatory authority over such matters; (d) such Inventory is currently either usable or saleable, at prices approximating at least the cost thereof, in the normal course of the applicable Borrower’s business; (e) such Inventory is not obsolete or returned (except Inventory that is placed back into stock in the ordinary course of business) or repossessed or used goods taken in trade; (f) such Inventory is either located within the United States at one of the Permitted Inventory Locations or is in transit within the United States from one Permitted Inventory Location to another Permitted Inventory Location for not more than seven consecutive days; (g) such Inventory is in the possession and control of a Borrower and not any third party and if located in a warehouse or other facility leased by a Borrower, the lessor has delivered to the Administrative Agent a waiver and consent in form and substance satisfactory to the Administrative Agent or such facility is reflected in the Rent Reserve; and (h) such Inventory is not determined by the Administrative Agent, in the exercise of its reasonable credit judgment, to be ineligible for any reason.

“Eligible Receivable”: the unpaid portion of a Receivable payable in Dollars to a Borrower net of any returns, discounts, credits, or other allowances or deductions agreed to by a Borrower and net of any amounts owed by a Borrower to the Account Debtor on such Receivable, which Receivable meets all of the following requirements: (a) such Receivable is owned by a Borrower and represents a complete bona fide transaction which requires no further

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act under any circumstances on the part of any Borrower to make such Receivable payable by the Account Debtor; (b) such Receivable is not past due more than 60 days after its due date, which due date shall not be later than 90 days after the invoice date; (c) such Receivable does not arise out of any transaction with any Subsidiary, Affiliate, creditor, lessor or supplier of a Borrower; (d) such Receivable is not owing by an Account Debtor more than 50% of whose then-existing accounts owing to the Borrowers do not meet the requirements set forth in clause (b) above; (e) if the Account Debtor with respect thereto is located outside of the United States of America, Canada or Puerto Rico, the goods which gave rise to such Receivable were shipped after receipt by the applicable Borrower from the Account Debtor of an irrevocable letter of credit that has been confirmed by a financial institution acceptable to the Administrative Agent and is in form and substance acceptable to the Administrative Agent, payable in the full face amount of the face value of the Receivable in Dollars at a place of payment located within the United States and has been duly assigned to the Administrative Agent, except that up to $1,000,000 of such Receivables outstanding at any time that are otherwise Eligible Receivables, may be included in Eligible Receivables without such letter of credit supports; (f) the Account Debtor is not located in any state requiring the filing of a notice of business activities report or similar report in order to permit the Borrowers to seek judicial enforcement in such state of payment of such Account, unless the Borrowers have qualified to do business in such state or have filed a notice of business activities report or equivalent report for the then current year; (g) such Receivable is not subject to the Assignment of Claims Act of 1940, as amended from time to time, or any other applicable law now or hereafter existing similar in effect thereto, as determined in the sole discretion of the Administrative Agent, unless the applicable Borrower has assigned its right to payments of such Receivable so as to comply with the Assignment of Claims Act of 1940, as amended from time to time, or any such other applicable law, or to any contractual provision accepted in writing by such Borrower prohibiting its assignment or requiring notice of or consent to such assignment which notice or consent has not been made or obtained; (h) the Borrower that is the obligee thereof is not in breach of any express or implied representation or warranty with respect to the goods the sale of which gave rise to such Receivable; (i) the Account Debtor with respect to such Receivable is not insolvent or the subject of any bankruptcy or insolvency proceedings of any kind or of any other proceeding or action, threatened or pending, which might, in the Administrative Agent’s reasonable credit judgment, have a materially adverse effect on such Account Debtor; (j) the goods the sale of which gave rise to such Receivable were shipped or delivered to the Account Debtor on an absolute sale basis and not on a bill and hold sale basis, a consignment sale basis, a guaranteed sale basis, a sale or return basis or on the basis of any other similar understanding, and such goods have not been returned or rejected; (k) such Receivable is not owing by an Account Debtor whose then-existing accounts owing to the Borrowers exceed in face amount 20% of the face value of the Borrowers’ total Eligible Receivables, but such Receivable shall be ineligible only to the extent of such excess; (l) such Receivable is evidenced by an invoice or other documentation (in form reasonably acceptable to the Administrative Agent and in a form consistent with past practices of such Borrower) containing only terms normally offered by the applicable Borrower, and dated no later than the date of shipment; (m) such Receivable is a valid, legally enforceable obligation of the Account Debtor with respect thereto and is not subject to any present or contingent (and no facts exist which are the basis for any future), offset, deduction or counterclaim, dispute or other defense on the part of such Account Debtor, except that any Receivable that is subject to any offset, deduction or counterclaim shall be ineligible only to the extent of such offset, deduction or counterclaim;

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(n) such Receivable is not evidenced by Chattel Paper or an Instrument of any kind; (o) such Receivable does not arise from the performance of services, including services under or related to any warranty obligation of a Borrower or out of service charges by a Borrower or other fees for the time value of money; (p) such Receivable is subject to the Security Interest, which is perfected as to such Receivable, and is subject to no other Lien whatsoever other than a Permitted Lien and the goods giving rise to such Receivable were not, at the time of the sale thereof, subject to any Lien other than a Permitted Lien; and (q) such Receivable is not determined by the Administrative Agent, in the exercise of its reasonable credit judgment, to be ineligible for any reason.

“Eligible Subordinated Vendor Inventory”: Eligible Tire Inventory that is subject to a Subordinated Vendor Lien.

“Eligible Tire Inventory”: items of Inventory of tires of a Borrower (including Eligible Subordinated Vendor Inventory) held for sale in the ordinary course of the business of such Borrower (but not including packaging or shipping materials or maintenance supplies) that meet all of the following requirements: (a) such Inventory is owned by a Borrower, is subject to the Security Interest, which is perfected as to such Inventory, and is not subject to any other Lien whatsoever other than a Permitted Lien; (b) such Inventory consists of raw materials or finished goods and does not consist of work-in-process, supplies or consigned goods; (c) such Inventory is in good condition and meets in all material respects all material standards applicable to such goods, their use or sale imposed by any governmental agency, or department or division thereof, having regulatory authority over such matters; (d) such Inventory is currently either usable or saleable, at prices approximating at least the cost thereof, in the normal course of the applicable Borrower’s business; (e) such Inventory is not obsolete or returned (except Inventory that is placed back into stock in the ordinary course of business) or repossessed or used goods taken in trade; (f) such Inventory is either located within the United States at one of the Permitted Inventory Locations or is in transit within the United States from one Permitted Inventory Location to another Permitted Inventory Location for not more than seven consecutive days; (g) such Inventory is in the possession and control of a Borrower and not any third party and if located in a warehouse or other facility leased by a Borrower, the lessor has delivered to the Administrative Agent a waiver and consent in form and substance satisfactory to the Administrative Agent or such facility is reflected in the Rent Reserve; and (h) such Inventory is not determined by the Administrative Agent, in the exercise of its reasonable credit judgment, to be ineligible for any reason.

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority or requirements of law (including, without limitation, common law) regulating or imposing liability or standards of conduct concerning environmental or public health protection matters, including, without limitation, Hazardous Materials, as now or may at any time hereafter be in effect.

“Environmental Permits”: any and all permits, licenses, registrations, notifications, exemptions and any other authorizations required under any Environmental Law.

“Equity Contribution”: as defined in subsection 5.1(c).

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“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Equipment”: has the meaning ascribed to such term in the UCC.

“Eurodollar Lending Office”: as to any Lender, the office of such Lender which shall be making or maintaining Eurodollar Loans.

“Eurodollar Loans”: Loans at such time as they are made and/or being maintained at a rate of interest based upon a Eurodollar Rate.

“Eurodollar Rate”: with respect to any Eurodollar Loan for the Interest Period applicable thereto, means a simple per annum interest rate determined pursuant to the following formula:

Eurodollar Rate	=	Interbank Offered Rate
		1 - Eurodollar Reserve Percentage

The Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Eurodollar Reserve Percentage”: that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, or any successor regulation, as the maximum reserve requirement (including any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender or any Affiliate of a Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to any Lender.

“Event of Default”: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or any other condition, has been satisfied.

“Excess Availability”: as of the date of determination, the aggregate principal amount of Revolving Credit Loans available to be borrowed by the Borrowers hereunder at the time in accordance with Section 2.1, which shall be an amount equal to the remainder derived by subtracting the aggregate principal amount of Revolving Credit Loans, L/C Obligations and Swingline Loans outstanding on such date from the Borrowing Base on such date.

“Executive Order No. 13224”: Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001.

“Existing Letters of Credit”: as defined in subsection 2.5(a).

“Existing Notes”: as defined in the Recitals hereto.

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“Existing Subordination Agreements”: the B/F Subordination Agreement, the Pirelli Subordination Agreement and the Cooper Subordination Agreement.

“Existing Subordinated Vendors”: Bridgestone/Firestone, Cooper Tire & Rubber Company and Pirelli Tire LLC.

“Fee Letter”: that certain Fee Letter dated of even date herewith, among the Borrowers and the Administrative Agent.

“Financed Capex”: Capital Expenditures funded with the proceeds of Indebtedness (excluding Loans) or represented by obligations under Financing Leases.

“Financial Officer”: the principal financial officer, chief financial officer, treasurer or controller of a Person.

“Financing Lease”: (a) any lease of property, real or personal, the obligations under which are capitalized on a consolidated balance sheet of a Borrower and its consolidated Subsidiaries and (b) any other such lease to the extent that the then present value of any rental commitment thereunder should, in accordance with GAAP, be capitalized on a balance sheet of the lessee.

“Fiscal Month”: each of the 12 consecutive four- or five-week periods beginning on the first day of the Fiscal Year, in the pattern 4,4,5 within a Fiscal Quarter (or in the pattern 5,5,4 or 4,5,5 or 5,4,5 within any one Fiscal Quarter of any 53-week Fiscal Year).

“Fiscal Quarter”: each of the four consecutive periods of 13 weeks (or 14 weeks in any one Fiscal Quarter of any 53-week Fiscal Year), beginning on the first day of the Fiscal Year.

“Fiscal Year”: the period of 52 or 53 consecutive weeks beginning on the Sunday after the Saturday nearest December 31 in one calendar year and ending on the Saturday nearest December 31 of the following calendar year (or, in the case of any period of 53 consecutive weeks, of the second calendar year ending thereafter) and when followed or preceded by the designation of a calendar year, means such period ending on the Saturday nearest December 31 of such designated calendar year.

“Fixed Charge Coverage Ratio”: for any specified period, the ratio of (i) Consolidated EBITDA of American Tire and its consolidated Subsidiaries for such period, minus cash taxes paid and Capital Expenditures (other than Financed Capex) made by American Tire and its consolidated Subsidiaries determined on a consolidated basis during such period, to (ii) the sum of cash interest expense (excluding non-cash expenses associated with any interest rate hedging transactions; non-cash amortization of debt discount; and non-cash interest expense in respect of costs of issuance of Indebtedness) minus cash interest income, plus scheduled and (without duplication) actual principal payments on Indebtedness (other than the Loans), plus any cash distributions or cash dividends paid (including any cash distributions made by American Tire to Holdings or Holdco, as applicable in accordance with Section 7.9), in each case, of American Tire and its consolidated Subsidiaries.

“Fixtures”: has the meaning ascribed to such term in the UCC.

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“FNB”: Fleet National Bank and its successors and assigns.

“Forecasts”: the forecasted (a) balance sheets, (b) income statements, (c) cash flow statements, (d) Excess Availability and (e) calculation of the Fixed Charge Coverage Ratio of American Tire and its consolidated Subsidiaries for each Fiscal Year, prepared annually by American Tire on a consolidated monthly basis, together with a statement for underlying assumptions, in each case in such format and detail as the Administrative Agent may reasonably specify.

“Foreign Subsidiary”: as to any Person, any Subsidiary of such Person which is not organized under the laws of the United States or any state thereof or the District of Columbia.

“GAAP”: generally accepted accounting principles in the United States in effect from time to time.

“General Intangible”: has the meaning ascribed to such term in the UCC.

“Governmental Authority”: any nation or government, any state or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantees”: the collective reference to the Parent Guarantee and any guarantee which may from time to time be executed and delivered by a Subsidiary (other than Foreign Subsidiaries) pursuant to Section 6.8.

“Hazardous Materials”: any hazardous materials, hazardous wastes, hazardous pesticides or hazardous or toxic substances, and any other material that may give rise to liability under any Environmental Law, including, without limitation, asbestos, petroleum, any other petroleum products (including gasoline, crude oil or any fraction thereof), polychlorinated biphenyls and urea-formaldehyde insulation.

“Hedging Agreement”: any Interest Rate Agreement, Currency Agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Highest Lawful Rate”: as defined in Section 11.15.

“Holdco”: as defined in Section 7.10.

“Holdings”: as defined in the Recitals hereto.

“Indebtedness”: of a Person, at a particular date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, (b) the undrawn face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder and unpaid reimbursement obligations with respect thereto, (c) all liabilities (other than Lease Obligations and liabilities in connection with reserves established in accordance with GAAP) secured by any Lien on any property owned by such Person, even though such Person has not assumed or become liable for the payment thereof, (d) Financing

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Leases, and (e) all indebtedness of such Person arising under acceptance facilities; but excluding (i) trade and other accounts payable and accrued expenses payable in the ordinary course of business which are not overdue for a period of more than 120 days or, if overdue for more than 120 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person and (ii) letters of credit supporting the purchase of goods in the ordinary course of business and expiring no more than six months from the date of issuance; provided that the Existing Notes (which shall be redeemed on or prior to May 15, 2005) shall not be included for any purposes and provided further, that any preferred stock issued by Holdings shall not be included for any purposes.

“Initial Notice of Borrowings”: the notice of borrowing given by the Borrowers to the Administrative Agent with respect to the Loans to be made on the Closing Date which shall also specify the method of disbursement.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Instrument”: has the meaning ascribed to such term in the UCC.

“Interbank Offered Rate”: for an Interest Period means the rate per annum (rounded upwards, if necessary to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “Interbank Offered Rate” shall mean, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, that if more than one rate is specified on the Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

“Intellectual Property”: as to any Borrower, all intellectual and similar property of every kind and nature now owned or hereafter acquired by such Borrower, including patents, copyrights, trademarks, trade names and all related documentation and registrations and all additions, improvements or accessions to any of the foregoing (but specifically excluding the service marks known as “AUTOEDGE,” “HEAFNET,” and XPRESS PERFORMANCE and the trademark known as “WHEEL WIZARD”).

“Interest Payment Date”: (a) as to Alternate Base Rate Loans, the first day of each month, commencing on the first such day to occur after any Alternate Base Rate Loans are made or any Eurodollar Loans are converted to Alternate Base Rate Loans, (b) as to any Eurodollar Loan in respect of which a Borrower has selected an Interest Period of one month, the last day of such Interest Period and (c) as to any Eurodollar Loan in respect of which a Borrower has selected a longer Interest Period than the period described in clause (b), the last day of each calendar month interval during such Interest Period and, in addition, the last day of such Interest Period.

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“Interest Period”: with respect to any Eurodollar Loan:

(a) initially, the period commencing on, as the case may be, the Borrowing Date or conversion date with respect to such Eurodollar Loan and ending one, two, three or six months thereafter (or, if and when available in the judgment of the Administrative Agent to all the relevant Lenders, nine or twelve months thereafter) as selected by a Borrower in its notice of borrowing as provided in Section 3.1 or its notice of conversion as provided in Section 3.2; and

(b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter (or, if and when available in the judgment of the Administrative Agent to all the relevant Lenders, nine or twelve months thereafter) as selected by a Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect to such Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date, or if the Revolving Credit Termination Date shall not be a Business Day, on the preceding Business Day;

(iii) if such Borrower shall fail to give notice as provided above in clause (b), it shall be deemed to have selected a conversion of a Eurodollar Loan into an Alternate Base Rate Loan (which conversion shall occur automatically and without need for compliance with the conditions for conversion set forth in Section 3.2);

(iv) any Interest Period that begins on the last day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(v) such Borrower shall select Interest Periods so as not to require a prepayment (to the extent practicable) or a scheduled payment of a Eurodollar Loan during an Interest Period for such Eurodollar Loan.

“Interest Rate Agreement”: any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement.

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“Inventory”: has the meaning ascribed to such term in the UCC.

“Investcorp”: Investcorp S.A., a Luxembourg corporation.

“Investment Grade Securities”: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (ii) debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 by Moody’s or the equivalent of such rating by such rating organization, or if no rating of S&P’s or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Borrowers and their Subsidiaries and (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) which fund may also hold immaterial amounts of cash pending investment and/or distribution.

“Investment Property”: has the meaning ascribed to such term in the UCC.

“Investor Group”: as defined in the Recitals hereto.

“IPO”: as to any Person, any sale by such Person through an initial public offering of its common (or other voting) stock pursuant to an effective registration statement (other than a registration statement on Form S-4, S-8 or any successor or similar form) filed under the Securities Act of 1933, as amended.

“Issuing Lender”: collectively, Bank of America, N.A., FNB and any of their respective Affiliates, as issuers of the Letters of Credit; with respect to any Letter of Credit, the term “Issuing Lender” shall mean the Issuing Lender with respect to such Letter of Credit, and with respect to any Existing Letter of Credit, the term “Issuing Lender” shall mean FNB.

“L/C Application”: as defined in subsection 2.5(a).

“L/C Obligations”: the obligations of the Borrowers to reimburse an Issuing Lender for any payments made by such Issuing Lender under any Letter of Credit that have not been reimbursed by the Borrowers pursuant to subsection 2.8(a).

“L/C Participating Interest”: an undivided participating interest in the face amount of each issued and outstanding Letter of Credit.

“Lease Obligations”: of the Borrowers and their Subsidiaries, as of the date of any determination thereof, the rental commitments of the Borrowers and their Subsidiaries determined on a consolidated basis in accordance with GAAP, if any, under leases for real and/or personal property (net of rental commitments from sub-leases thereof), excluding however, obligations under Financing Leases.

“Lenders”: as defined in the Preamble hereto.

“Letters of Credit”: the collective reference to the Commercial L/Cs, the Standby L/Cs and the Existing Letters of Credit; individually, a “Letter of Credit”.

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“Letter of Credit Availability”: as of the date of determination, the aggregate face amount of Letter of Credit Obligations available to be incurred hereunder at the time of determination in accordance with Section 2.5, which shall be an amount equal to the lesser of (i) the Letter of Credit Facility minus the Letter of Credit Obligations and (ii) the Excess Availability, on such date.

“Letter of Credit Facility”: a subfacility of the Revolving Credit Facility providing for the issuance of Letters of Credit as described in Section 2.5 in an aggregate amount of Letter of Credit Obligations at any one time outstanding not to exceed $25,000,000.

“Letter of Credit Obligations”: at any time, the reimbursement obligations under any Letters of Credit at such time, including the aggregate undrawn available amount of all Letters of Credit outstanding and any Letter of Credit approved for issuance by the Administrative Agent but not yet issued by an Issuing Lender, plus any L/C Obligations that have not been satisfied by the making of a Revolving Credit Loan.

“Letter of Credit Reserve”: at any time, the aggregate Letter of Credit Obligations at such time, other than Letter of Credit Obligations that are fully secured by Cash Collateral.

“Letter of Credit Right”: has the meaning ascribed to such term in the UCC.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction in respect of any of the foregoing, except for the filing of financing statements in connection with Lease Obligations incurred by a Borrower or its Subsidiaries to the extent that such financing statements relate to the property subject to such Lease Obligations) but excluding any interest of the trustee of the Existing Notes in the escrowed funds in the amount of $29,076,762 on the Closing Date in connection with the Debt Redemption.

“Loan Documents”: the collective reference to this Agreement, the Notes, the Security Agreements, the Fee Letter, the Vendor Lien Subordination Agreements, the Parent Pledge Agreement, the Hedging Agreements, the Agency Account Agreements, the Guarantees and each other instrument, agreement or document executed by Holdings, a Borrower or any Subsidiary of a Borrower in connection with this Agreement whether prior to, or on or after the Closing Date and each other instrument, agreement or document referred to herein or contemplated hereby in favor of Agents, Lenders or another Secured Party.

“Loans”: the collective reference to the Swing Line Loans and the Revolving Credit Loans; individually, a “Loan”.

“Lockbox”: each U. S. Post Office Box specified in a Lockbox Agreement.

“Lockbox Agreement”: each agreement between a Borrower and a Clearing Bank concerning the establishment of a Lockbox for the collection of Receivables.

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“Margin Stock”: margin stock as defined in Section 221.1(h) of Regulation U of the Board of Governors of the Federal Reserve System (or any successor).

“Material Contract”: an agreement to which a Borrower is a party (other than the Loan Documents) which breach, termination, cancellation, nonperformance or failure to renew would reasonably be expected to have a Material Adverse Effect.

“Material Adverse Effect”: a material adverse effect on the business, assets, conditions (financial or otherwise) or operations of American Tire and its Subsidiaries taken as a whole.

“Measurement Period”: as defined in Section 7.8.

“Merger”: as defined in the Recitals hereto.

“Merger Agreement”: as defined in the Recitals hereto.

“MergerCo”: as defined in the Recitals hereto.

“Moody’s”: Moody’s Investors Service, Inc.

“Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“NOLV Percentage”: on any date, a fraction equal to the product of (i) 85% times (ii) a fraction, the numerator of which is the orderly liquidation value of Borrowers’ tire or non-tire Inventory, as the case may be, net of liquidation expenses, as most recently determined and reported on by a qualified independent appraiser selected by the Administrative Agent in its reasonable credit judgment or, at the Administrative Agent’s election, by professional appraisers employed by the Administrative Agent, and the denominator of which is the lesser of cost determined on a FIFO (or first-in-first-out) accounting basis and fair market value of Borrowers’ tire or non-tire Inventory, as the case may be, as of the “as of” date used in the most recent appraisal.

“Non-Consenting Lender”: as defined in subsection 11.1(g).

“Non-Funding Lender”: as defined in subsection 3.9(c).

“Notes”: the collective reference to the Swing Line Note and the Revolving Credit Notes; each of the Notes, a “Note”.

“Overadvance”: at any time the amount by which the aggregate outstanding principal amount of Revolving Credit Loans exceeds the Borrowing Base.

“Overadvance Condition”: means and is deemed to exist any time the aggregate outstanding principal amount of Revolving Credit Loans exceeds the Borrowing Base.

“Overadvance Loan”: a Base Rate Revolving Credit Loan made at a time an Overadvance Condition exists or which results in an Overadvance Condition.

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“Parent Guarantee”: the Parent Guarantee, substantially in the form of Exhibit D, to be made by Holdings in favor of the Administrative Agent for the ratable benefit of the Lenders, as the same may be amended, restated, modified or supplemented from time to time.

“Parent Note Documents”: the Parent Notes and any and all instruments, agreements or documents executed in connection therewith or pursuant thereto.

“Parent Notes”: unsecured senior or subordinated notes, or any combination thereof or exchange notes, in an aggregate principal amount at maturity not to exceed $51,480,000, that are subject to the following terms and conditions: (i) such Parent Notes shall have a scheduled maturity of no earlier than October 1, 2010, (ii) such Parent Notes shall not be subject to any financial maintenance covenants, (iii) there shall be no guaranty of such Parent Notes by any Borrower, and (iv) such Parent Notes shall not be subject to any scheduled amortization (other than a mandatory redemption of a portion thereof in April 2010).

“Parent Pledge Agreement”: the Pledge Agreement, substantially in the form of Exhibit E, to be made by Holdings in favor of the Administrative Agent, for the ratable benefit of the Lenders, as the same may be amended, restated, modified or supplemented from time to time.

“Participants”: as defined in subsection 11.8(b).

“Participating Lender”: any Revolving Credit Lender (other than the Issuing Lender) with respect to its L/C Participating Interest in each Letter of Credit.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Permanent Debt”: (i) unsecured notes or debentures of any Borrower, that may be issued by American Tire or any Subsidiary on or after the Closing Date and (ii) unsecured notes or debentures of any Borrower that may be issued by American Tire or its Subsidiaries to refinance previously issued Permanent Debt on terms no less favorable to Borrowers and so long as each of the Refinancing Conditions is satisfied as determined by the Administrative Agent.

“Permitted Inventory Locations”: means each location listed on Schedule 4.13 and from time to time each other location within the United States which American Tire has notified the Administrative Agent is a location at which Inventory of a Borrower is maintained.

“Permitted Liens”: means, each of the following:

(a) Liens securing taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, but (i) in all cases only if payment at the time is not due or is being Properly Contested and (ii) in the case of warehousemen or landlords, only if such liens are junior to the Security Interest in any of the Collateral or the relevant premises are reflected in the Rent Reserve,

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(b) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or under payment or performance bonds,

(c) Liens in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, arising under this Agreement and the other Loan Documents, or

(d) Subordinated Vendor Liens.

“Permitted Parent Notes Redemptions”: as defined in Section 7.9(j).

“Permitted Senior Notes Repurchase”: as defined in Section 7.6(m).

“Permitted Series B Redemptions”: as defined in Section 7.9(g).

“Person”: an individual, partnership, corporation, business trust, joint stock company, limited liability company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Pirelli Subordination Agreement”: that certain Lien Subordination Agreement dated January 13, 2003, between the Administrative Agent and Pirelli Tire LLC, as the same may be amended, restated or otherwise modified from time to time.

“Plan”: at a particular time, any employee benefit plan which is covered by Title IV of ERISA or Section 412 of the Code and in respect of which a Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pro Forma Adjusted EBITDA”: the amount set forth on Schedule III.

“Pro Forma Balance Sheet”: as defined in subsection 4.1(b).

“Pro Forma Fixed Charge Coverage Ratio”: for any specified period, the ratio of (i) Consolidated EBITDA of American Tire and its consolidated Subsidiaries for such period, minus cash taxes paid and Capital Expenditures (other than Financed Capex) made by American Tire and its consolidated Subsidiaries determined on a consolidated basis during such period, to (ii) the sum of cash interest expense (excluding non-cash expenses associated with any interest rate hedging transactions; non-cash amortization of debt discount; and non-cash interest expense in respect of costs of issuance of Indebtedness), minus cash interest income, plus scheduled and (without duplication) actual principal payments on Indebtedness (other than the Loans), plus any cash distributions or cash dividends paid (including cash distributions made by American Tire to Holdings or Holdco, as applicable in accordance with Section 7.9), in each case, of American Tire and its consolidated Subsidiaries; provided, that for purposes of computing this ratio for subsection 7.6(h) only with respect to acquisitions (and without duplication in each case):

(a) the last 12 months of Consolidated EBITDA of the acquired target shall be added to the Consolidated EBITDA of American Tire and its consolidated Subsidiaries (included in (i) above);

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(b) the Consolidated EBITDA of American Tire and its consolidated Subsidiaries (including, on a proforma basis, the acquired target) may be adjusted for post-acquisition cost savings certified by Borrowers in good faith and reasonably agreed to by the Borrowers and the Administrative Agent;

(c) there shall be added to cash interest expense of American Tire and its consolidated Subsidiaries (included in (ii) above) the last 12 months of cash interest expense on Indebtedness acquired in connection with such acquisition, plus, on a proforma basis, 12 months of cash interest expense on the incremental Loans undertaken by the Borrowers on the closing date of the acquisition; and

(d) there shall be added to scheduled and actual principal payments of American Tire and its consolidated Subsidiaries (included in (ii) above) the last 12 months of scheduled principal payments on Indebtedness acquired in connection with such acquisition.

“Properly Contested”: (i) the relevant judgment, writ, order or decree is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (ii) such Borrower has established appropriate reserves in respect thereof as shall be required in conformity with GAAP; (iii) the failure to pay such judgment and discharge any related Lien will not have a Materially Adverse Effect or result in a forfeiture of any Collateral; (iv) the relevant Lien is at all times junior and subordinate in priority to the Liens in favor of the Administrative Agent (except only with respect to property taxes that have priority as a matter of applicable state law and except only with respect to Liens that involve an amount of less than $500,000 so long as the Administrative Agent is able to and has established an Additional Reserve with respect to such amount) and enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; (v) such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (vi) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Borrower, such Borrower forthwith pays or discharges in full such judgment, writ, order or decree and all penalties, interest and other amounts due in connection therewith.

“Proportionate Share” or “Ratable Share” or “Ratable” (and with corollary meaning, “Ratably”): as to a Lender, such Lender’s share of an amount in Dollars or of other property at the time of determination equal to (i) the Commitment Percentage of such Lender, or (ii) if the Commitments are terminated, the percentage obtained by dividing the principal amount of the Loans then owing to such Lender by the total principal amount of all Loans then owing to all Lenders, or (iii) if no Loans are outstanding, the percentage obtained by dividing such Lender’s participation in the total Letter of Credit Obligations then outstanding by the total Letter of Credit Obligations then outstanding.

“Proprietary Rights”: as to any Person, such Person’s rights, title and interest in and to intellectual property and all other rights (including rights as a licensee thereof) under any patents, trademarks, trade names, tradestyles, copyrights and all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

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“Purchase Price”: with respect to any acquisition permitted under Section 7.6(h), an amount equal to the total consideration paid for such acquisition, including (i) all cash payments (whether classified as purchase price, noncompete payments, consulting payments or otherwise and without regard to whether such amount is paid in whole or in part at the closing of such acquisition or over time thereafter, but excluding any finance charges attributable to deferred payments and excluding any amounts related to earn-outs and any salary or other employment compensation paid to a seller for the purpose of retaining such seller’s services as an active employee of a Borrower or a Subsidiary), (ii) the principal amount of all acquired debt (to the extent permitted under Section 7.1 hereof) and of any Subordinated Indebtedness owing to the seller, and (iii) the value (as determined by the board of directors of American Tire, including pursuant to the applicable purchase agreement between the relevant Borrower and the seller, in the case of any property, the fair value of which is not readily ascertainable) of all other property, other than capital stock of American Tire, transferred by American Tire to the seller.

“Ratable Share,” “Ratable,” or “Ratably”: as defined in the definition of “Proportionate Share.”

“Real Property”: all real property now or hereafter owned or leased by American Tire, or any Subsidiary, including all fees, leaseholds and future interests.

“Receivables”: means “Accounts” as defined in the UCC.

“Refinancing Conditions”: the following conditions, each of which must be satisfied before the refinancing of the Indebtedness (including the Senior Notes, Parent Notes and Permanent Debt) shall be permitted under Section 7.1(c), Section 7.1(k) and Section 7.9(h) of this Agreement and under the Parent Guarantee, as applicable: (i) the replacement Indebtedness is in an aggregate principal amount that does not exceed the aggregate principal amount of the Indebtedness being refinanced plus up to 6% of fees and expenses, and plus any payment in lieu of cash interest or accretion, as applicable, and is not subject to amortization until after the Secured Obligations are paid in full, (ii) the replacement Indebtedness has a final maturity that is after the payment in full of the Secured Obligations, (iii) the replacement Indebtedness does not bear a rate of interest that exceeds a market rate (as determined in good faith by the chief financial officer of American Tire) as of the date of such refinancing, (iv) the covenants as a whole contained in any instrument or agreement relating to the replacement Indebtedness are no less favorable to the Borrowers and Holdings than those relating to the Indebtedness being refinanced, (v) the replacement Indebtedness is unsecured, and (vi) at the time of and after giving effect to such refinancing, no Default or Event of Default shall exist.

“Refunded Swing Line Loans”: as defined in subsection 2.4(b).

“Register”: as defined in subsection 11.8(d).

“Related Document”: any agreement, certificate, document or instrument relating to a Letter of Credit.

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“Rent Reserve”: an amount approximately equal to the aggregate monthly rental payable by the Borrowers on all leased properties in respect of which landlord’s or warehouseman’s waivers, in form and substance acceptable to the Administrative Agent, are not in effect or such greater amount as the Administrative Agent may, in its reasonable credit judgment, determine to be appropriate after notice to the Borrowers.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such Plan is in reorganization as such term is used in Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice is waived under subpart B of PBGC Reg 4042.

“Required Lenders”: at a particular time, the holders of more than 50% of the sum of the Revolving Credit Commitments or, if the Revolving Credit Commitments are terminated, the aggregate unpaid principal amount of the Revolving Credit Loans, and participations in Swing Line Loans and the aggregate amount available to be drawn at such time under all outstanding Letters of Credit and L/C Obligations. The Revolving Credit Commitments of any Non-Funding Lender shall be disregarded in determining Required Lenders at any time.

“Requirement of Law”: as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, order, or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”: with respect to any Person, the president, chief executive officer, the chief operating officer, the chief financial officer, treasurer, assistant treasurer, corporate controller or any vice president of such Person.

“Revolving Credit Commitment”: as to any Lender, its obligations to (i) make Revolving Credit Loans to the Borrowers pursuant to Section 2.1 and (ii) to purchase its L/C Participating Interest in any Letter of Credit, in an aggregate amount not to exceed the amount set forth under such Lender’s name in Schedule I opposite the caption “Revolving Credit Commitment” or in Schedule 1 to the Assignment and Acceptance by which such Lender acquired its Revolving Credit Commitment, as the same may be reduced from time to time pursuant to Sections 3.3 or 3.4(b) or adjusted pursuant to subsection 11.8(c); collectively, as to all the Lenders, the “Revolving Credit Commitments”. The aggregate principal amount of the Revolving Credit Commitments is $300,000,000.

“Revolving Credit Commitment Percentage”: as to any Lender at any time, the percentage of the aggregate Revolving Credit Commitments then constituted by such Lender’s Revolving Credit Commitment.

“Revolving Credit Commitment Period”: the period from and including the Closing Date to but not including the Revolving Credit Termination Date.

“Revolving Credit Facility”: the facility established by Lenders pursuant to Section 2.1 hereof for the making of Revolving Credit Loans.

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“Revolving Credit Lender”: any Lender with a Revolving Credit Commitment.

“Revolving Credit Loans” as defined in subsection 2.1(a).

“Revolving Credit Note”: as defined in subsection 3.13(e).

“Revolving Credit Termination Date”: the earlier of (a) March 31, 2010 and (b) such other earlier date as the Revolving Credit Commitments shall terminate hereunder.

“S&P”: Standard and Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc.

“Schedule of Inventory”: a schedule delivered by the Borrowers to the Administrative Agent pursuant to the provisions of subsection 6.9(b).

“Schedule of Receivables”: a schedule delivered by the Borrowers to the Administrative Agent pursuant to the provisions of subsection 6.9(a).

“Secured Obligations”: in each case whether now in existence or hereafter arising,

(a) the principal of and interest on the Loans,

(b) the reimbursement obligations under any Letters of Credit and all Letter of Credit Obligations,

(c) all Banking Relationship Debt, and

(d) all indebtedness, liabilities and obligations of the Borrowers or any Subsidiary to the Administrative Agent, the Bank or to the Lenders or to any Affiliate of the Administrative Agent, the Bank or any Lender of every kind, nature and description arising under or in respect of this Loan Agreement, the Notes or any of the other Loan Documents, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, including without limitation, fees and expenses required to be paid or reimbursed pursuant to this Loan Agreement.

“Secured Parties”: (i) each Agent, (ii) each Lender, (iii) the Bank, (iv) each Issuing Lender, and (v) to the extent that it is an obligee under any Banking Relationship Debt, any Affiliate of the Bank or a Lender.

“Security Agreements”: the collective reference to Section 9 hereof (Security Interest), the Parent Pledge Agreement and any security agreement which may from time to time be executed and delivered by a Subsidiary of American Tire pursuant to Section 6.8.

“Security Interest”: the Liens of the Administrative Agent, for the benefit of itself as the Administrative Agent and the other Secured Parties, on and in the Collateral effected hereby or by any of the Loan Documents or pursuant to the terms hereof or thereof.

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“Senior Fixed Rate Note Indenture”: the indenture to be entered into by American Tire in connection with the issuance of the Senior Fixed Rate Notes, together with all instruments and other agreements entered into by the Borrowers in connection therewith.

“Senior Fixed Rate Notes”: the $150,000,000 unsecured senior fixed rate notes due 2013 of American Tire that shall be issued under the Senior Fixed Rate Note Indenture (plus any principal amounts issued in lieu of cash interest).

“Senior Floating Rate Note Indenture”: the indenture to be entered into by American Tire in connection with the issuance of the Senior Floating Rate Notes, together with all instruments and other agreements entered into by the Borrowers in connection therewith.

“Senior Floating Rate Notes”: the $140,000,000 unsecured senior floating rate notes of American Tire due 2012 that shall be issued under the Senior Floating Rate Note Indenture (plus any principal amounts issued in lieu of cash interest).

“Senior Note Indentures”: collectively, the Senior Fixed Rate Note Indenture and the Senior Floating Rate Note Indenture.

“Senior Notes”: collectively, the Senior Fixed Rate Notes and the Senior Floating Rate Notes and any refinancing thereof to the extent permitted by Section 7.1(c).

“Series B Preferred Stock”: Series B Preferred Stock of Holdings, $.01 par value per share, for which dividends shall accrue but not be payable.

“Shares”: as defined in the Recitals hereto.

“Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“Standby L/C”: an irrevocable letter of credit under which the Issuing Lender agrees to make payments in Dollars for the account of any Borrower, on behalf of a Borrower or any Subsidiary of such Borrower in respect of obligations of a Borrower or such Subsidiary incurred pursuant to contracts made or performances undertaken or to be undertaken or like matters relating to contracts to which a Borrower or such Subsidiary is or proposes to become a party in the ordinary course of a Borrower’s or such Subsidiary’s business, including, without limiting the foregoing, for insurance purposes or in respect of advance payments or as bid or performance bonds or for any other purpose for which a standby letter of credit might customarily be issued.

“Subordinated Indebtedness”: Indebtedness of a Borrower that is expressly subordinated in right of payment to the prior payment in full of the Secured Obligations on terms and conditions acceptable to the Administrative Agent.

“Subordinated Vendor Debt”: any Indebtedness of American Tire or any Subsidiary to any vendor that is subordinated on terms and conditions acceptable to the Administrative Agent and the Required Lenders in their sole discretion.

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“Subordinated Vendor Inventory Eligibility Conditions”: each of the following conditions precedent, the satisfaction of each of which, as determined by the Administrative Agent in its sole discretion, shall be a condition to the inclusion in the Borrowing Base of any Eligible Subordinated Vendor Inventory:

(i) the Borrowers shall have given the Administrative Agent at least ten (10) Business Days prior written notice of their intent to include Inventory subject to a Vendor Lien in the Borrowing Base;

(ii) the Borrowers shall have given the Administrative Agent copies of the security agreement and all related documentation delivered by or on behalf of the applicable vendor and the Borrowers at least ten (10) Business Days prior to the proposed date of inclusion of such Inventory in the Borrowing Base;

(iii) the Borrowers and the applicable vendor shall have executed and delivered to the Administrative Agent a duly executed and completed Vendor Lien Subordination Agreement (it being acknowledged that the Existing Subordination Agreements are acceptable to the Administrative Agent and the Required Lenders) at least ten (10) Business Days prior to the proposed date of inclusion of such Inventory in the Borrowing Base;

(iv) the Administrative Agent shall have reviewed and found acceptable in all respects the documentation delivered under clauses (ii) and (iii) above between the vendor and the Borrowers and shall have confirmed that the Lien of such vendor is a Subordinated Vendor Lien; and

(v) no Default or Event of Default shall exist.

Notwithstanding the terms contained in this definition hereof and in Section 7.2, if the Vendor Lien Subordination Agreement that is delivered pursuant to clause (iii) above is not in identical form to that attached as Exhibit K hereto or to an Existing Subordination Agreement (other than the B/F Subordination Agreement) as of the Closing Date, then the consent of the Administrative Agent and Required Lenders shall be required for any modifications. Eligible Subordinated Vendor Inventory shall be included in the Borrowing Base on the 5th Business Day after the Administrative Agent’s determination that each of the foregoing conditions have been satisfied. If at any time any of the foregoing conditions ceases to be satisfied, the Eligible Subordinated Vendor Inventory shall be deemed ineligible and excluded from the Borrowing Base.

“Subordinated Vendor Lien”: a Vendor Lien that has been subordinated to the Security Interest (i) in the case of the Existing Subordinated Vendors, to the extent and in the manner provided in the Existing Subordination Agreements, (ii) in the case of each other vendor, to the extent and in the manner provided in the Vendor Lien Subordination Agreement executed by such vendor and with respect to this clause (ii), subject to the satisfaction of each of the Subordinated Vendor Inventory Eligibility Conditions, as determined by the Administrative Agent in its sole discretion.

“Subsection 3.11(d)(2) Certificate”: as defined in subsection 3.11(d).

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“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, by such Person or by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person. A Subsidiary shall be deemed wholly-owned by a Person who owns directly or indirectly all of the voting shares of stock or other interests of such Subsidiary having voting power under ordinary circumstances to vote for directors or other managers of such corporation, partnership or other entity, except for directors’ qualifying shares. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of a Borrower; provided that any joint venture in which an investment is made pursuant to subsection 7.6(i) shall, so long as such investment is maintained in reliance on such subsection, not be a “Subsidiary” of a Borrower for any purpose of this Agreement.

“Subsidiary Pledge Agreements”: individually and collectively, (i) the Stock Pledge Agreement made by American Tire in favor of Agent dated March 19, 2004, with respect to the Capital Stock of Speed Merchant and Haas Holdings, (ii) the Stock Pledge Agreement made by Hass Holdings in favor of Agent dated March 19, 2004, with respect to the Capital Stock of Haas Tire, (iii) the Stock Pledge Agreement made by American Tire in favor of Agent dated July 30, 2004, with respect to the Capital Stock of Texas Holdings, (iv) the Stock Pledge Agreement made by Texas Holdings in favor of Agent dated March 19, 2004, with respect to the Capital Stock of Big State, and (v) the Stock Pledge Agreement made by American Tire in favor of Agent dated September 1, 2004, with respect to the Capital Stock of Target, each as at any time amended, restated or as otherwise modified.

“Supermajority Lenders”: at a particular time, the holders of at least 67% of the sum of the Revolving Credit Commitments or, if the Revolving Credit Commitments are terminated, the aggregate unpaid principal amount of the Revolving Credit Loans, and participations in Swing Line Loans and the aggregate amount available to be drawn at such time under all outstanding Letters of Credit and L/C Obligations. The Revolving Credit Commitments of any Non-Funding Lender shall be disregarded in determining Supermajority Lenders at any time.

“Supporting Letter of Credit”: a standby letter of credit, in form and substance satisfactory to the Administrative Agent, issued by an issuer satisfactory to the Administrative Agent in its sole and absolute judgment in an amount equal to 105% of the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Administrative Agent shall be entitled to draw amounts necessary to reimburse the Issuing Lender and to the extent that the Lenders have reimbursed Issuing Lender for any payments, for payments made by the Lenders.

“Supporting Obligation”: has the meaning ascribed to such term in the UCC.

“Swing Line Commitment”: the Swing Line Lender’s obligation to make Swing Line Loans pursuant to Section 2.4.

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“Swing Line Lender”: Bank of America, N.A. or any affiliate of Bank of America, in its capacity as lender of the Swing Line Loans.

“Swing Line Loans”: as defined in subsection 2.4(a).

“Swing Line Note”: as defined in subsection 3.13(e).

“Tangible Chattel Paper”: has the meaning ascribed to such term in the UCC.

“Termination Date”: March 31, 2010, or such earlier date as all Secured Obligations shall have been irrevocably paid in full and the Commitments shall have been terminated.

“Tranche”: the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day); Tranches may be identified as “Eurodollar Tranches”.

“Transactions”: the collective reference to the Closing Transactions and the Merger.

“Transferee”: as defined in subsection 11.8(f).

“Trigger Event”: as defined in Section 6.10(b).

“Type”: as to any Loan, its nature as an Alternate Base Rate Loan or Eurodollar Loan.

“UCC”: means the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state.

“Uniform Customs”: the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any successor versions thereof.

“United States”: the United States of America.

“United States Person”: any Person organized under the laws of the United States or any state thereof or the District of Columbia.

“Unsubordinated Vendor Lien”: a Vendor Lien that is not a Subordinated Vendor Lien and that secures only open account or trade accounts payable obligations of a Borrower to the vendor in whose favor such Lien is created.

“USA Patriot Act”: means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

“Value”: with reference to the value of Eligible Tire Inventory or Eligible Non-Tire Inventory, as the case may be, on any date, means value determined on the basis of the lower of

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cost or market value of such Eligible Tire Inventory or Eligible Non-Tire Inventory, as the case may be, with the cost thereof calculated on a FIFO (or first-in, first-out) accounting basis as determined in accordance with GAAP.

“Vendor Lien”: a Lien created in favor of a vendor of tires to a Borrower, that encumbers exclusively all or any of such vendor’s branded tire inventory and does not encumber any proceeds thereof or any other Collateral.

“Vendor Lien Subordination Agreement”: means an agreement in the form attached hereto as Exhibit K whereby, among other things, a vendor of tires subordinates its Lien in the branded inventory sold by such vendor to a Borrower to the Security Interest.

1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the Notes, any other Loan Document or any certificate or other document made or delivered pursuant hereto.

(b) As used herein and in the Notes, any other Loan Document and any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Borrowers and their Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent there are any changes in GAAP from the date of this Agreement, the financial covenants set forth herein at the option of the Borrowers will either (i) continue to be determined in accordance with GAAP in effect on the Closing Date, as applicable, or (ii) be adjusted or reset to reflect such changes in GAAP, such adjustments or resets to be mutually agreed to by American Tire and the Administrative Agent but until American Tire and the Administrative Agent agree to any such adjustment, the financial covenants will be determined in accordance with GAAP in effect on the Closing Date.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(d) Whenever the phrase “to the knowledge of the Borrowers” or words of similar import relating to the knowledge of the Borrowers (or any of them) are used herein, such phrase shall mean and refer to the actual knowledge of the president, the chief executive officer or the principal financial officer of, or the in-house legal counsel to, American Tire.

(e) Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Words denoting individuals include corporations and vice versa.

(f) References to any legislation or statute or code, or to any provisions of any legislation or statute or code, shall include any modification or reenactment of, or any legislative, statutory or code provision substituted for, such legislation, statute or code or provision thereof.

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(g) References to any document or agreement (including this Agreement) shall include references to such document or agreement as amended, novated, supplemented, modified or replaced from time to time, so long as and to the extent that such amendment, novation, supplement, modification or replacement is not prohibited by the terms of this Agreement or is consented to, if such consent is required, in accordance with the applicable provisions of this Agreement.

(h) Except where specifically restricted in a Loan Document, references to any Person include its successors and substitutes and assigns permitted or not prohibited under such Loan Document.

(i) References to the time of day are to the time of day in New York, New York.

(j) Titles of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, subsections, paragraphs, clauses, subclauses, Schedules or Exhibits shall refer to the corresponding Article, Section, subsection, paragraph, clause or subclause of, or Schedule or Exhibit attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions of, or to schedules or exhibits to, another document or instrument.

(k) Whenever from the context it appears appropriate, the term “Loan”, including such terms as used as part of a defined term including the term “Loan”, shall mean and include a Loan made by all Lenders to the Borrowers as well as a Lender’s Proportionate Share of any Loan.

(l) Unless otherwise specified herein, any Lien created or purported to be created hereby or by or pursuant to any Loan Documents in favor of the Administrative Agent and each payment made to the Administrative Agent, is and shall be deemed to have been created in favor of the Administrative Agent, for its benefit as the Administrative Agent and for the Ratable benefit of the other Secured Parties, or made to and received by the Administrative Agent for the Ratable benefit of the other Secured Parties, as the case may be.

(m) Whenever in this Agreement reference is made to “including,” or “include,” such reference shall be understood to mean “including, without limitation” (and, for purposes of this Agreement and the other Loan Documents, the parties agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is followed by or referable to an enumeration of specific matters to matters similar to the matters specifically mentioned).

SECTION 2. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

2.1 Revolving Credit Commitments.

(a) Subject to the terms and conditions hereof, each Lender severally agrees to the extent of its Revolving Credit Commitment to extend credit to the Borrowers from time to

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time on any Borrowing Date during the Revolving Credit Commitment Period (i) by purchasing an L/C Participating Interest in each Letter of Credit issued by an Issuing Lender and (ii) by making loans in Dollars (individually, a “Revolving Credit Loan”, and collectively, the “Revolving Credit Loans”) to the Borrowers from time to time. Notwithstanding the above, in no event shall any Revolving Credit Loans be made, or Letter of Credit be issued, if the aggregate amount of the Revolving Credit Loans to be made or Letter of Credit to be issued would, after giving effect to the use of proceeds, if any, thereof, exceed the aggregate Excess Availability at any time and the aggregate principal amount of all outstanding Revolving Credit Loans shall not exceed the Borrowing Base (subject to Section 3.17), nor shall any Letter of Credit be issued if after giving effect thereto the sum of the undrawn amount of all outstanding Letters of Credit Obligations would exceed $25,000,000. It is expressly understood and agreed that the Revolving Credit Lenders may and at present intend to use the Borrowing Base as a maximum ceiling on Revolving Credit Loans made to the Borrowers; provided, however, that it is agreed that should the aggregate outstanding amount of such Revolving Credit Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, whether in connection with an Overadvance pursuant to Section 3.17 or otherwise, such Loans shall nevertheless constitute Secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor.

(b) During the Revolving Credit Commitment Period, the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof, and/or by having an Issuing Lender issue Letters of Credit, having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing such Issuing Lender for such drawing, and having an Issuing Lender issue new Letters of Credit.

(c) A request for the borrowing of a Base Rate Revolving Credit Loan shall be made, or shall be deemed to be made, in the following manner:

(i) whenever a check or other item is presented to a Disbursing Bank for payment against a Controlled Disbursement Account in an amount greater than the then available balance in such account, such Disbursing Bank shall, and is hereby irrevocably authorized by the Borrowers to, give the Administrative Agent notice thereof, which notice shall be deemed to be a request for a Base Rate Revolving Credit Loan on the date of such notice in an amount equal to the excess of such check or other item over such available balance, and such request shall be irrevocable.

(ii) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for a Base Rate Revolving Credit Loan on the due date in the amount required to pay such interest, and such request shall be irrevocable;

(iii) unless payment is otherwise made by the Borrowers, a becoming due of any fees, costs or expenses or other Secured Obligation shall be deemed to be a request for a Base Rate Revolving Credit Loan on the due date in the amount then so due, and such request shall be irrevocable; and

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(iv) the receipt by the Administrative Agent of notification from an Issuing Lender to the effect that a payment has been made under a Letter of Credit or Letter of Credit Obligations and that the Borrowers have failed to reimburse such Issuing Lender therefor in accordance with the terms of subsection 2.8(a), shall be deemed to be a request for a Base Rate Revolving Credit Loan on the date such notification is received in the amount of such payment which is so unreimbursed.

(d) The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested, or deemed to be requested, pursuant to Section 2.1 as follows:

(i) the proceeds of each borrowing requested under subsection 3.1(a)(i) (other than the borrowing of any Loans made on the Closing Date) or subsection 3.1(a)(ii) shall be disbursed by the Administrative Agent in Dollars in immediately available funds to a Controlled Disbursement Account or, in the absence of a Controlled Disbursement Account, to such other account as may be agreed upon by the Borrowers and the Administrative Agent from time to time, and the proceeds of the Loans to be made on the Closing Date shall be disbursed in accordance with the Initial Notice of Borrowing,

(ii) the proceeds of each borrowing deemed requested under subsection 2.1(c)(i), 2.1(c)(ii) or Section 2.1(c)(iii) shall be disbursed by the Administrative Agent by way of direct payment of the relevant Secured Obligation, and

(iii) the proceeds of each borrowing deemed requested under subsection 2.1(c)(iv) shall be disbursed by the Administrative Agent directly to the applicable Issuing Lender on behalf of the Borrowers for application to the reimbursement obligations under any Letter of Credit.

2.2 Commitment Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Lender (other than any Non-Funding Lender) a commitment fee from and including the Closing Date to and including the Revolving Credit Termination Date computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made (whether or not the Borrowers shall have satisfied the applicable conditions to borrow or for the issuance of a Letter of Credit set forth in Section 5). Such commitment fee shall be payable monthly in arrears on the first day of each month and on the Revolving Credit Termination Date, commencing on the first such date to occur on or following the Closing Date.

2.3 Proceeds of Revolving Credit Loans. The proceeds of Revolving Credit Loans shall be used to repay existing indebtedness, to finance a portion of the Merger, to pay fees, expenses and financing costs in connection with the Transactions and the Debt Redemption, and for ongoing working capital and for other general corporate purposes of American Tire and its Subsidiaries to the extent permitted by this Agreement.

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2.4 Swing Line Commitment.

(a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Excess Availability at such time (such Swing Line Loans will be deemed usage of the Revolving Credit Facility for purpose of calculating Excess Availability). Amounts borrowed by the Borrowers under this Section 2.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans plus the Applicable Margin then in effect for Revolving Credit Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrowers shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 2:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrowers by crediting the account of the Borrowers at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in Section 2.3.

(b) The Swing Line Lender at any time in its sole and absolute discretion may request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8.1 shall have occurred (in which event the procedures of paragraph (c) of this Section 2.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in Section 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans.

(c) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this Section 2.4 one of the events described in paragraph (f) of Section 8.1 shall have occurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such Lender will immediately transfer to the Swing Line Lender in immediately available funds, the amount of its participation.

(d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating

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interest was outstanding and funded) in like funds as received; provided that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender.

(e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of this Agreement by any Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.5 Issuance of Letters of Credit.

(a) The Borrowers may from time to time request an Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the Administrative Agent at its address specified in Section 11.2 (or such other location as the Administrative Agent may direct) a letter of credit application in such Issuing Lender’s then customary form (the “L/C Application”) completed to the satisfaction of such Issuing Lender and the Administrative Agent, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as such Issuing Lender may request; provided, however, that if no Issuing Lender is able to issue a Letter of Credit (based upon circumstances other than the failure of Borrowers’ to satisfy the conditions to issuance of such Letter of Credit), then Administrative Agent may permit another Lender to issue such Letter of Credit and such Lender shall constitute an Issuing Lender hereunder and shall be entitled to all of the benefits hereof and; provided further, no step-up Letters of Credit may be issued without the prior written consent of the Administrative Agent. Each letter of credit issued or deemed issued and outstanding under the Existing Loan Agreement on the Closing Date, including any extension or renewal thereof (each, an “Existing Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of this subsection 2.5(a), on the Closing Date.

(b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of a Borrower and shall, among other things, (i) be in such form requested by such Borrower as shall be acceptable to such Issuing Lender in its sole discretion and (ii) with respect to a Standby L/C, have an expiry date occurring not later than 365 days after the date of issuance of such Letter of Credit and, with respect to a Commercial L/C, have an expiry date occurring not later than 365 days after the date of issuance of such Letter of Credit and in the case of Standby L/Cs, may be automatically renewed on its expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit have an expiry date occurring later than the Revolving Credit Termination Date. Each L/C Application and each Letter of Credit shall be subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce or any successor code adopted by an Issuing Lender (in the case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs).

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2.6 Participating Interests. Effective in the case of each Letter of Credit as of the date of the opening thereof, each Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit, an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit.

2.7 Procedure for Opening Letters of Credit. The Administrative Agent will notify each Lender after the end of each calendar month of any Letters of Credit issued by the Issuing Lenders. Upon receipt of any L/C Application from a Borrower and approved by the Administrative Agent, an Issuing Lender will process such L/C Application, and the other certificates, documents and other papers delivered to such Issuing Lender in connection therewith, in accordance with its customary procedures and, subject to the terms and conditions hereof, shall promptly open such Letter of Credit by issuing the original of such Letter of Credit to the beneficiary thereof and by furnishing a copy thereof to such Borrower; provided that no such Letter of Credit shall be issued if Section 2.1 would be violated thereby.

2.8 Payments in Respect of Letters of Credit.

(a) The Borrowers agree forthwith upon demand by an Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse such Issuing Lender through the Administrative Agent for any payment made by such Issuing Lender under any Letter of Credit issued for the account of a Borrower on the Business Day such Borrower receives notice of such payment if such notice is received by 11:00 a.m. (New York City time) or the next succeeding Business Day if after 11:00 a.m. (New York City time), provided, that reimbursement may be made by the automatic funding of a Revolving Credit Loan at the Administrative Agent’s election and the Borrowers hereby irrevocably authorize and direct the Administrative Agent to take such actions as may be necessary to effectuate such automatic funding and (ii) to pay interest on any unreimbursed portion of any such payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) on or prior to the date which is one Business Day after the day on which such Issuing Lender demands reimbursement from such Borrower for such payment, the Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans and (B) thereafter, the Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans plus 2%.

(b) In the event that an Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of such Issuing Lender, and otherwise in accordance with the terms of the L/C Application relating to such Letter of Credit, the Administrative Agent will promptly notify each other Revolving Credit Lender. Forthwith upon its receipt of any such notice, each such other Lender will pay to the Administrative Agent for the account of such Issuing Lender, in immediately available funds, an amount equal to such other Lender’s Ratable Share (based on its Revolving Credit Commitment Percentage) of the L/C Obligation arising from such unreimbursed payment.

(c) Whenever, at any time after an Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s Ratable Share of the L/C Obligation arising therefrom, such Issuing Lender receives

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any reimbursement on account of such L/C Obligation or any payment of interest on account thereof, such Issuing Lender will promptly distribute to such other Lender its Ratable Share thereof in like funds as received; provided that in the event that the receipt by such Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to such Issuing Lender any portion thereof previously distributed by such Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by such Issuing Lender.

2.9 Letter of Credit Fees.

(a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Standby L/Cs, Commercial L/Cs or Existing Letters of Credit (other than standard issuance, amendment and negotiation fees), the Borrowers agree to pay the Administrative Agent, for the account of the Issuing Lender and the Participating Lenders, with respect to each Standby L/C, Commercial L/C or Existing Letter of Credit issued for the account of the Borrowers, a per annum Standby L/C, Commercial L/C or Existing Letter of Credit fee, as the case may be, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans (or such higher rate if an Event of Default exists) per annum on the average daily amount of the aggregate undrawn amount under each Standby L/C and Existing Letter of Credit in the case of a Standby L/C and Existing Letter of Credit and on the aggregate undrawn amount of each Commercial L/C in the case of a Commercial L/C, in either case, payable, in arrears, on the first day of each month. The Administrative Agent will disburse any Standby L/C, Commercial L/C or Existing Letter of Credit fees received pursuant to this subsection 2.9(a) to the respective Lenders promptly following the receipt of any such fees. In addition, the Borrowers shall pay to an Issuing Lender, for its own account, a fee equal to 0.125% per annum on the face amount of each Standby L/C, Commercial L/C or Existing Letter of Credit which fee shall be payable at the same times as participation fees are paid to Revolving Credit Lenders. Notwithstanding the foregoing, the Borrowers agree to pay standard issuance, amendment and negotiation fees to the Issuing Lenders.

(b) For purposes of any payment of fees required pursuant to this Section 2.9, the Administrative Agent agrees to provide to the Borrowers a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrowers with any such invoice shall not relieve the Borrowers of their obligation to pay such fees.

2.10 Letter of Credit Reserves.

(a) If any Change in Law shall either (i) impose, modify, deem or make applicable any reserve, special deposit, assessment or similar requirement against letters of credit issued by an Issuing Lender or (ii) impose on an Issuing Lender any other condition regarding this Agreement (with respect to Letters of Credit) or any Letter of Credit, and the result of any event referred to in clause (i) or (ii) above shall be to increase the cost to such Issuing Lender of issuing or maintaining any Letter of Credit (which increase in cost shall be the result of such Issuing Lender’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon demand by such Issuing Lender, the Borrowers shall immediately pay to such Issuing Lender, from time to time as specified by such Issuing Lender, additional amounts which shall be sufficient to compensate such Issuing Lender for such increased cost, together with

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interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the rate applicable to Alternate Base Rate Loans pursuant to subsection 3.5(b). The Borrowers shall not be required to make any payments to an Issuing Lender for any additional amounts pursuant to this subsection 2.10(a) unless such Issuing Lender has given written notice to the Borrowers of its intent to request such payments prior to or within 60 days after the date on which such Issuing Lender became entitled to claim such amounts. A certificate, setting forth in reasonable detail the calculation of the amounts involved, submitted by such Issuing Lender to the Borrowers concurrently with any such demand by such Issuing Lender, shall be conclusive, absent manifest error, as to the amount thereof.

(b) In the event that any Change in Law with respect to an Issuing Lender shall, in the opinion of such Issuing Lender, require that any obligation under any Letter of Credit be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by such Issuing Lender or any corporation controlling such Issuing Lender, and such Change in Law shall have the effect of reducing the rate of return on such Issuing Lender’s or such corporation’s capital, as the case may be, as a consequence of such Issuing Lender’s obligations under such Letter of Credit to a level below that which such Issuing Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account such Issuing Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Issuing Lender to be material, then from time to time following notice by such Issuing Lender to the Borrowers of such Change in Law, within 15 days after demand by such Issuing Lender, the Borrowers shall pay to such Issuing Lender such additional amount or amounts as will compensate such Issuing Lender or such corporation, as the case may be, for such reduction. Each Issuing Lender will agree that, upon the occurrence of any event giving rise to the operation of paragraph (a) or (b) of this Section 2.10 with respect to such Issuing Lender, that each such Issuing Lender will, if requested by the Borrowers and to the extent permitted by law or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event; provided that such avoidance or minimization can be made in such a manner that such Issuing Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. The Borrowers shall not be required to make any payments to such Issuing Lender for any additional amounts pursuant to this subsection 2.10(b) unless such Issuing Lender has given written notice to the Borrowers of its intent to request such payments prior to or within 60 days after the date on which such Issuing Lender became entitled to claim such amounts. A certificate, in reasonable detail setting forth the calculation of the amounts involved, submitted by such Issuing Lender to the Borrowers concurrently with any such demand by such Issuing Lender, shall be conclusive, absent manifest error, as to the amount thereof.

(c) The Borrowers and each Participating Lender agree that the provisions of the foregoing paragraphs (a) and (b) shall apply equally to each Participating Lender in respect of its L/C Participating Interest in such Letter of Credit, as if the references in such paragraphs and provisions referred to, where applicable, such Participating Lender or, in the case of paragraph (b), any corporation controlling such Participating Lender.

2.11 Further Assurances. The Borrowers hereby agree, from time to time, to do and perform any and all acts and to execute any and all further instruments reasonably requested by an Issuing Lender more fully to effect the purposes of this Agreement and the issuance of Letters of Credit hereunder.

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2.12 Obligations Absolute. The payment obligations of the Borrowers under this Agreement with respect to the Letters of Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i) the existence of any claim, set-off, defense or other right which any Borrower or any of its Subsidiaries may have at any time against any beneficiary, or any transferee, of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), an Issuing Lender, the Administrative Agent or any Lender, or any other Person, whether in connection with this Agreement, any Loan Document, the transactions contemplated herein, or any unrelated transaction;

(ii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent or invalid or any statement therein being untrue or inaccurate in any respect;

(iii) payment by an Issuing Lender under any Letter of Credit against presentation of a draft or certificate or other document which does not comply with the terms of such Letter of Credit or is insufficient in any respect, except where such payment constitutes gross negligence or willful misconduct on the part of such Issuing Lender; or

(iv) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing, except for any such circumstances or happening constituting gross negligence or willful misconduct on the part of such Issuing Lender.

2.13 Assignments. No Participating Lender’s participation in any Letter of Credit or any of its rights or duties hereunder shall be subdivided, assigned or transferred (other than in connection with a transfer of part or all of such Participating Lender’s Revolving Credit Commitment in accordance with subsection 11.8(c)) without the prior written consent of the Administrative Agent and the applicable Issuing Lender, which consent will not be unreasonably withheld. Such consent may be given or withheld without the consent or agreement of any other Participating Lender.

2.14 Participations. The obligation of each Revolving Credit Lender to purchase participating interests pursuant to Section 2.6 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against an Issuing Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement by any Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

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SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS

3.1 Procedure for Borrowing.

(a) The Borrowers may borrow under the Commitments on any Business Day; provided that, with respect to any borrowing, the Borrowers shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 noon (or, with respect to Swing Line Loans, 2:00 p.m.), New York City time, (i) three Business Days prior to the requested Borrowing Date if all or any part of the Loans are to be Eurodollar Loans and (ii) on the Borrowing Date (or, in the case of Swing Line Loans and, if the Closing Date occurs on the date this Agreement is executed and delivered, Loans made on the Closing Date, on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans) and specifying (a) the amount of the borrowing, (b) whether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, (c) if the borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans and (d) whether the Loan is a Swing Line Loan or Revolving Credit Loan. Upon receipt of such notice the Administrative Agent shall promptly notify each affected Lender thereof. Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each affected Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in Section 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will be made available to the Borrowers in accordance with subsection 2.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Borrowers by the Administrative Agent’s crediting the account of the Borrowers, at the office of the Administrative Agent specified in Section 11.2, with the aggregate amount actually received by the Administrative Agent from the Lenders and in like funds as received by the Administrative Agent.

(b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) no more than thirteen (13) Interest Periods shall be in effect at any one time.

(c) If for any reason any payment of principal with respect to any Eurodollar Loan is made on any day prior to the last day of the Interest Period applicable to such Eurodollar Loan or, after having given a notice of borrowing with respect to any Eurodollar Loan or a notice of conversion or continuation with respect to any Loan to be continued as or converted into a Eurodollar Loan, such Loan is not made or is not continued as or converted into a Eurodollar Loan due to the Borrowers’ failure to borrow or to fulfill the applicable conditions set forth in Article 5, the Borrowers shall pay to each Lender, an amount equal to such Lender’s costs and expenses incurred as a result of such failure, including in connection with obtaining deposits to fund its Ratable Share of such new (or continued or converted) Loan and redeploying such deposits. The Borrowers shall pay such amount upon presentation by the Administrative Agent of a statement setting forth the amount and the applicable Lender’s calculation thereof in reasonable detail, which statement shall be deemed true and correct absent manifest error.

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3.2 Conversion and Continuation Options.

(a) Subject to Section 3.12, the Borrowers may elect from time to time to convert Eurodollar Loans into Alternate Base Rate Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to the proposed conversion date. The Borrowers may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor, and, if no Default or Event of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any notice pursuant to this Section 3.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Loans (other than Swing Line Loans) may be converted as provided herein; provided that partial conversions of Alternate Base Rate Loans shall be in the aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one Interest Period shall be at least $1,000,000 or a whole multiple of $500,000 in excess thereof.

(b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing, (ii) if, after giving effect thereto, subsection 3.1(b) would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date.

3.3 Changes of Commitment Amounts; Termination.

(a) Reduction of Commitments.

(i) The Borrowers shall have the right, at any time and from time to time, upon at least five Business Days’ prior irrevocable, written notice to the Administrative Agent, to reduce permanently and Ratably in part the Commitments; provided, however, that any such partial reduction shall be in an amount equal to $5,000,000 or any larger integral multiple of $1,000,000 and shall not reduce the aggregate Commitments below an amount equal to the sum of the Letter of Credit Reserve plus the Rent Reserve plus any Additional Reserves. As of the date of reduction set forth in such notice, the Commitments shall be permanently reduced to the amount stated in the Borrowers’ notice (and each Lender’s Commitment shall be reduced Ratably) for all purposes herein, and the Borrowers shall pay the amount necessary to reduce the amount of the outstanding Loans to any amount that does not exceed the Borrowing Base (as reduced), together with accrued interest on any amounts so prepaid.

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(ii) The aggregate Commitments shall be automatically reduced to zero on the Termination Date.

(iii) The Commitments or any portion thereof terminated or reduced pursuant to this Section 3.3 may not be reinstated.

(iv) The Borrowers may not reduce the Revolving Credit Commitments to zero unless simultaneously therewith, the Borrowers repay in full all other Secured Obligations and any and all other amounts due hereunder as provided in Section 3.3(b) below.

(b) Termination of Agreement. The Borrowers shall have the right, at any time, to terminate this Agreement upon not less than five Business Days’ prior written notice, which notice shall specify the effective date of such termination. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. On the date specified in such notice, such termination shall be effected, provided, that the Borrowers shall, on or prior to such date, pay to the Administrative Agent, for its account and the account of the Lenders, in same day funds, an amount equal to all Secured Obligations (other than with respect to Letter of Credit Obligations) outstanding on such date, including all (i) accrued interest thereon, (ii) all accrued fees provided for hereunder, (iii) any amounts payable to the Administrative Agent or the Lenders pursuant to Sections 3.1, 3.12, 11.5, 11.6, 11.7 and 11.13, and, in addition thereto, shall deliver to the Administrative Agent, in respect of each outstanding Letter of Credit, either a Supporting Letter of Credit or Cash Collateral. Additionally, the Borrowers shall provide the Administrative Agent and the Lenders with indemnification in form and substance satisfactory to the Administrative Agent in its reasonable judgment with respect to such customary matters as the Administrative Agent and the Lenders shall reasonably require. Following a notice of termination as provided for in this Section 3.3(b) and upon payment in full of the amounts specified in this Section 3.3(b), and execution and delivery of any required indemnification, this Agreement shall be terminated and the Administrative Agent, the Lenders and the Borrowers shall have no further obligations to any other party hereto, except for the obligations to the Administrative Agent and the Lenders pursuant to Section 11.7 hereof, which shall survive any termination of this Agreement.

3.4 Optional and Mandatory Prepayments; Repayments of Revolving Credit Loans.

(a) Subject to Section 3.12, the Borrowers may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days’ irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Borrowers shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein.

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(b) The Borrowers shall give the Administrative Agent (which shall promptly notify each Lender) notice of each prepayment pursuant to this subsection 3.4 setting forth the date and amount thereof. Except as otherwise may be agreed by the Borrowers and the Required Lenders, any prepayment of Loans pursuant to this Section 3.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the option of the Borrowers be prepaid subject to the provisions of Section 3.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as Cash Collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such Cash Collateral shall be paid to American Tire, as agent for the Borrowers.

(c) If at any time the aggregate outstanding unpaid principal amount of the Revolving Credit Loans exceeds the Borrowing Base in effect at such time, but subject to the provisions of Section 3.17, the Borrowers shall repay the Revolving Credit Loans in an amount sufficient to reduce the aggregate unpaid principal amount of the Revolving Credit Loans by an amount equal to such excess, together with accrued and unpaid interest on the amount so repaid to the date of repayment.

(d) The Borrowers hereby instruct the Administrative Agent to repay the Revolving Credit Loans outstanding on any day in an amount equal to the amount received by the Administrative Agent on such day pursuant to subsection 6.10(c).

3.5 Interest Rates and Payment Dates.

(a) Eurodollar Loans shall bear interest for each day during each Interest Period applicable thereto, commencing on (and including) the first day of such Interest Period to, but excluding, the last day of such Interest Period, on the unpaid principal amount thereof at a rate per annum equal to the Eurodollar Rate determined for such Interest Period plus the Applicable Margin.

(b) Alternate Base Rate Loans shall bear interest for the period from and including the date such Loans are made to, but excluding, the maturity date thereof, or to, but excluding, the conversion date if such Loans are earlier converted into Eurodollar Loans on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(c) If all or a portion of (i) the principal amount of any of the Loans or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise) such Loan, if a Eurodollar Loan, shall be converted into an Alternate Base Rate Loan at the end of the then-current Interest Period for said Eurodollar Loan (which conversion shall occur automatically and without need for compliance with the conditions for conversion set forth in Section 3.2), and any such overdue amount shall, without limiting the

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rights of the Lenders under Section 8, bear interest (which shall be payable on demand) at a rate per annum which is 2% plus the Alternate Base Rate plus the Applicable Margin (or, in the case of a Eurodollar Loan, the Eurodollar Rate for the Interest Period plus the Applicable Margin plus 2%, if higher) from the date of such non-payment until paid in full (as well after as before judgment).

(d) Except as otherwise expressly provided for in this Section 3.5, interest shall be payable in arrears on each Interest Payment Date.

3.6 Computation of Interest and Fees.

(a) Interest in respect of Alternate Base Rate Loans, at any time that the Alternate Base Rate is determined by reference to the Prime Rate, hereunder shall be calculated on the basis of a 365 (or 366 as the case may be) day year for the actual days elapsed. Interest in respect of Eurodollar Loans, all fees hereunder, and in respect of Alternate Base Rate Loans at any time that the Alternate Base Rate is determined by reference to the Federal Funds Effective Rate shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve Percentage shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Percentage becomes effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of the effective date and the amount of each such change.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrowers or any Lender, deliver to the Borrowers or such Lender a statement showing the quotations used by the Administrative Agent in determining the Eurodollar Rate.

3.7 Certain Fees. The Borrowers agree to pay to the Administrative Agent, for its own account, a non-refundable agent’s fee as provided in the Fee Letter, payable in advance on the Closing Date and on each anniversary of the Closing Date.

3.8 Inability to Determine Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that (a) by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Borrowers have requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (b) dollar deposits in the relevant amount and for the relevant period with respect to any such Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank Eurodollar markets, the Administrative Agent shall forthwith give telecopy notice of such determination, confirmed in writing, to the Borrowers and the Lenders at least one day prior to, as the case may be, the

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requested Borrowing Date, the conversion date or the last day of such Interest Period. If such notice is given (i) any requested Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted to Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted on the last day of the then current Interest Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

3.9 Pro Rata Treatment and Payments.

(a) Except to the extent otherwise provided herein, each borrowing of Loans by the Borrowers from the Lenders and any reduction of the Commitments of the Lenders hereunder shall be made Ratably according to the relevant Commitment Percentages of the Lenders with respect to the Loans borrowed or the Commitments to be reduced.

(b) All monies to be applied to the Secured Obligations shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this Section 3.9): (i) first, to the Swing Line Lender (or to any Lender to the extent such Lender has previously repaid such Loan) to pay principal and accrued interest on any portion of any Swing Line Loan; (ii) second, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iv) fourth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (v) fifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vi) sixth, to the Lenders to pay any fees due and payable to the Lenders under this Agreement; (vii) seventh, in payment of the unpaid accrued interest in respect of the Loans; (viii) eighth, in payment of the unpaid principal in respect of the Loans and any other Secured Obligations (including Secured Obligations arising under Hedging Agreements but excluding any other Banking Relationship Debt) then outstanding and held by any Lender to be shared among the Lenders on a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers); and (ix) ninth, to any Banking Relationship Debt (other than Secured Obligations arising under Hedging Agreements) on a pro rata basis. The allocations set forth in this Section 3.9(b) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this Section 3.9(b) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared as between such holder and such participants on a Ratable basis.

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(c) If any Lender (a “Non-Funding Lender”) has (x) failed to make a Revolving Credit Loan required to be made by it hereunder or (y) given notice to the Borrowers and the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Revolving Credit Loan, in each case by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of the Revolving Credit Loans outstanding shall be made as follows:

(A) in the case of any such payment made on any date when and to the extent that in the determination of the Administrative Agent the Borrowers would be able under the terms and conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in Section 5 to such reborrowing, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders other than the Non-Funding Lender Ratably according to the respective outstanding principal amounts of the Revolving Credit Loans of such Lenders; and

(B) otherwise, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders Ratably according to the respective outstanding principal amounts of such Revolving Credit Loans; and

(ii) any payment made on account of interest on the Revolving Credit Loans shall be made Ratably according to the respective amounts of accrued and unpaid interest due and payable on the Revolving Credit Loans with respect to which such payment is being made. The Borrowers agree to give the Administrative Agent such assistance in making any determination pursuant to subparagraph (i)(A) of this paragraph as the Administrative Agent may reasonably request. Any such determination by the Administrative Agent shall be conclusive and binding on the Lenders.

(d) All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and unless paid in accordance with Section 2.1(c) shall be made to the Administrative Agent, for the account of the Lenders at the Administrative Agent’s office located at 6100 Fairview Road, Suite 200, Charlotte, North Carolina 28210, in lawful money of the United States and in immediately available funds. The Administrative Agent shall promptly distribute such payments in accordance with the provisions of Section 3.9 upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) would become due and payable on a day other than a Business Day, such payment shall become due and payable on the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension), unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day.

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(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount which would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent in accordance with Section 3.1 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this subsection 3.9(e) shall be conclusive absent manifest error. If such Lender’s Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder (in lieu of any otherwise applicable interest), on demand, from the Borrowers, without prejudice to any rights which any such Borrower or the Administrative Agent may have against such Lender hereunder. Nothing contained in this Section 3.9 shall relieve any Lender which has failed to make available its ratable portion of any borrowing hereunder from its obligation to do so in accordance with the terms hereof.

(f) The failure of any Lender to make the Loan to be made by it on any Borrowing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such Borrowing Date.

(g) All payments and optional prepayments (other than prepayments as set forth in Section 3.11 with respect to increased costs) of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Loans with the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof.

3.10 Illegality. Notwithstanding any other provision herein, if (i) any Change in Law occurring after the date that any lender becomes a Lender party to this Agreement, shall make it unlawful for such Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, the commitment of such Lender hereunder to make Eurodollar Loans or to convert all or a portion of Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended until such time, if any, as such illegality shall no longer exist and such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Alternate Base Rate Loans for the duration of the respective Interest Periods (or, if permitted by applicable law, at the end of such Interest Periods) and all payments of principal which would otherwise be applied to such Eurodollar Loans shall be applied instead to such Lender’s Alternate Base Rate Loans. The Borrowers hereby agree to pay any Lender, promptly upon its demand, any amounts payable pursuant to Section 3.12 in connection with any conversion in accordance with this Section 3.10 (such Lender’s notice of such costs, as certified in reasonable detail as to such amounts to the Borrowers through the Administrative Agent, to be conclusive absent manifest error).

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3.11 Requirements of Law.

(a) In the event that any Change in Law or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after the date that any lender becomes a Lender party to this Agreement:

(i) does or shall subject any such Lender or its Eurodollar Lending Office to any tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans made by it, or change the basis of taxation of payments to such Lender or its Eurodollar Lending Office of principal, the commitment fee, interest or any other amount payable hereunder (except for (x) net income and franchise taxes imposed on the net income of such Lender or its Eurodollar Lending Office by the jurisdiction under the laws of which such Lender is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Lender’s Eurodollar Lending Office is located or any political subdivision or taxing authority thereof or therein, including changes in the rate of tax on the overall net income of such Lender or such Eurodollar Lending Office, and (y) taxes resulting from the substitution of any such system by another system of taxation; provided that the taxes payable by Lenders subject to such other system of taxation are not generally charged to borrowers from such Lenders having loans or advances bearing interest at a rate similar to the Eurodollar Rate);

(ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the Eurodollar Rate; or

(iii) does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender or its Eurodollar Lending Office of making, converting, renewing or maintaining advances or extensions of credit or to reduce any amount receivable hereunder, in each case, in respect of its Eurodollar Loans, then, in any such case, the Borrowers shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined by such Lender with respect to such Eurodollar Loans, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the Alternate Base Rate plus 1%.

(b) In the event that any Change in Law occurring after the date that any lender becomes a Lender party to this Agreement with respect to any such Lender shall, in the opinion of such Lender, require that any Commitment of such Lender be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by such Lender or any corporation controlling such Lender, and such Change in Law shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital,

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as the case may be, as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account such Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time following notice by such Lender to the Borrowers of such Change in Law as provided in paragraph (c) of this Section 3.11, within 15 days after demand by such Lender, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation on an after-tax basis, as the case may be, for such reduction.

(c) The Borrowers shall not be required to make any payments to any Lender for any additional amounts pursuant to this Section 3.11 unless such Lender has given written notice to the Borrowers, through the Administrative Agent, of its intent to request such payments prior to or within 60 days after the date on which such Lender became entitled to claim such amounts. If any Lender has notified the Borrowers through the Administrative Agent of any increased costs pursuant to paragraph (a) of this Section 3.11, the Borrowers at any time thereafter may, upon at least three Business Days’ notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and subject to Section 3.12, prepay (or convert into Alternate Base Rate Loans) all (but not a part) of the Eurodollar Loans then outstanding. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of paragraph (a) of this Section 3.11 with respect to such Lender, it will, if requested by the Borrowers and to the extent permitted by law or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, without limitation, endeavoring to change its Eurodollar Lending Office); provided, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender requests compensation from any Borrowers under this Section 3.11, the Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or continue Loans of the Type with respect to which such compensation is requested, or to convert Loans of any other Type into Loans of such Type, until the Requirement of Law giving rise to such request ceases to be in effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(d) Each Lender (and in case of an Eligible Assignee on the date it becomes a Lender) that is not a United States Person (as defined in Section 7701(a)(30) of the Code) for federal income tax purposes either (1) in the case of a Lender that is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (i) represents to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) that under applicable law and treaties no taxes are required to be withheld by any Borrower or the Administrative Agent with respect to any payments to be made to such Lender in respect of the Loans or the L/C Participating Interests, (ii) agrees to furnish to the Borrowers, with a copy to the Administrative Agent, either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein such Lender claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) agrees (for the benefit of the Borrowers and the Administrative Agent), to the extent it may lawfully do so at such times, to provide the Borrowers, with a copy to the Administrative Agent, a new Form W-8ECI or Form W-8BEN upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and

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completed by such Lender, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption or (2) in the case of a Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (i) agrees to furnish to the Borrowers, with a copy to the Administrative Agent, (a) a certificate substantially in the form of Exhibit F hereto (any such certificate, a “Subsection 3.11(d)(2) Certificate”) and (b) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, certifying to such Lender’s legal entitlement at the Closing Date (or, in the case of an Eligible Assignee, on the date it becomes a Lender) to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to all payments to be made under this Agreement, and (ii) agrees, to the extent legally entitled to do so, upon reasonable request by the Borrowers, to provide to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) such other forms as may be required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Agreement. Notwithstanding any provision of this Section 3.11 or subsection 3.9(d) to the contrary, the Borrowers shall have no obligation to pay any amount to or for the account of any Lender (or the Eurodollar Lending Office of any Lender) on account of any taxes pursuant to this Section 3.11, to the extent that such amount results from (i) the failure of any Lender to comply with its obligations pursuant to this Section 3.11, (ii) any representation or warranty made or deemed to be made by any Lender pursuant to this subsection 3.11(d) proving to have been incorrect, false or misleading in any material respect when so made or deemed to be made or (iii) any Change in Law or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, the effect of which would be to subject to any taxes any payment made pursuant to this Agreement to any Lender making the representation and covenants set forth in subsection 3.11(d)(2), which payment would not be subject to such taxes were such Lender eligible to make and comply with, and actually made and complied with, the representation and covenants set forth in subsection 3.11(d)(1) hereinabove.

(e) A certificate in reasonable detail as to any amounts submitted by such Lender, through the Administrative Agent, to the Borrowers, shall be conclusive in the absence of manifest error. The covenants contained in this Section 3.11 shall survive the termination of this Agreement and repayment of the Loans.

3.12 Indemnity. The Borrowers agree to indemnify and defend each Lender and to hold such Lender harmless from any loss or expense (but without duplication of any amounts payable as default interest) which such Lender may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or interest on any Eurodollar Loans of such Lender, including, but not limited to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Loans hereunder, (b) default by the Borrowers in making a borrowing after the Borrowers have given a notice in accordance with Section 3.1 or in making a conversion of Alternate Base Rate Loans to Eurodollar Loans or in continuing Eurodollar Loans as such, in either case, after the Borrowers have given notice in accordance with Section 3.2, (c) default by the Borrowers in making any prepayment after the Borrowers have given a notice in accordance with Section 3.4, or (d) a payment or prepayment of a Eurodollar Loan or conversion (including without limitation, as a result of Section 3.4 and/or a conversion pursuant to Section 3.10) of any Eurodollar Loan into an Alternate Base Rate Loan, in either case on a day which is not the last day of an Interest Period with respect thereto, including, but not limited

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to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Eurodollar Loans hereunder (but excluding loss of profit). This covenant shall survive termination of this Agreement and repayment of the Loans.

3.13 Repayment of Loans; Evidence of Indebtedness.

(a) The Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Credit Loan of such Lender on the Revolving Credit Termination Date, and (ii) the then unpaid principal amount of the Swing Line Loans of the Swing Line Lender on the Revolving Credit Termination Date. The Borrowers hereby further agree to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum and on the dates set forth in Section 3.5.

(b) Each Lender shall open and maintain on its books a loan account in American Tire’s name (each, a “Loan Account” and collectively, the “Loan Accounts”). Each such Loan Account shall show as debits thereto each Loan made under this Agreement by such Lender to the Borrowers and as credits thereto all payments received by such Lender and applied to principal of such Loans, so that the balance of the Loan Account at all times reflects the principal amount due such Lender from the Borrowers.

(c) The Administrative Agent shall maintain the Register pursuant to subsection 11.8(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(d) The entries made in the Register and the Loan Accounts shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such Loan Account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender or to repay any other obligations in accordance with the terms of this Agreement.

(e) The Borrowers agree that, upon the request to the Administrative Agent by any Lender, the Borrowers will execute and deliver to such Lender (i) a promissory note of the Borrowers evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a “Revolving Credit Note”), and/or (ii) in the case of the Swing Line Lender, a promissory note of the Borrowers evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (the “Swing Line Note”).

3.14 Replacement of Lenders. In the event any Lender or any Issuing Lender is a Non-Funding Lender, exercises its rights pursuant to Section 3.10 or requests payments pursuant

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to Sections 2.10 or 3.11, the Borrowers may require, at the Borrowers’ expense (including payment of any processing fees under subsection 11.8(e)) and subject to Section 3.12, such Lender or such Issuing Lender to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 11.8) all of its interests, rights and obligations hereunder (including all of its Commitments and the Loans and other amounts at the time owing to it hereunder and its Notes and its interest in the Letters of Credit) to an Eligible Assignee; provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrowers shall have received the written consent of the Administrative Agent, which consent shall not unreasonably be withheld, to such assignment, (iii) the Borrowers shall have paid to the assigning Lender or such Issuing Lender all monies other than principal, interest and fees accrued and owing hereunder to it (including pursuant to Sections 2.10, 3.10, 3.11 and 3.12) and (iv) in the case of a required assignment by such Issuing Lender, the Letters of Credit shall be canceled and returned to such Issuing Lender.

3.15 Notice of Adjustments to Eligibility Criteria, Imposition of Additional Reserves Against Borrowing Base, Etc. The Administrative Agent shall give the Borrowers and the Lenders written notice of any adjustment by the Administrative Agent to the eligibility criteria for Eligible Receivables or Eligible Inventory, the exclusion from the Borrowing Base of any Inventory pursuant to clause (h) of the definition “Eligible Tire Inventory,” or pursuant to clause (h) of the definition of Eligible Non-Tire Inventory, the exclusion from the Borrowing Base of any Receivables pursuant to clause (q) of the definition “Eligible Receivables,” any adjustment affecting the Dilution Reserve pursuant to clause (i) of the definition of such term or of the imposition by the Administrative Agent of any Additional Reserves, and, in each case, shall use reasonable efforts to give such notice to the Borrowers and the Lenders prior to or concurrently with the effectiveness of any such adjustment, exclusion or imposition, but such failure to give notice shall not result in any liability to the Administrative Agent.

3.16 Valuation of Inventory. For purposes of determining the NOLV Percentage, the net orderly liquidation value of Borrowers’ Inventory shall be determined and reported on not less frequently than semi-annually, or more frequently if requested by Administrative Agent, by a qualified independent appraiser selected by the Administrative Agent or, at the Administrative Agent’s election, by professional appraisers employed by the Administrative Agent.

3.17 Overadvances. Notwithstanding anything to the contrary contained elsewhere in this Section 3.17 or this Agreement or the other Loan Documents and whether or not a Default or Event of Default exists at the time, the Administrative Agent may in its discretion in order to preserve the Collateral or protect the Lenders’ interest hereunder, require all Lenders to honor requests or deemed requests by the Borrowers for Revolving Credit Loans at a time that an Overadvance Condition exists or which would result in an Overadvance Condition and each Lender shall be obligated to continue to make its Revolving Credit Commitment Percentage of any such Overadvance Loan up to a maximum amount outstanding equal to its Revolving Credit Commitment, so long as such Overadvance is not known by the Administrative Agent to exceed the lesser of (i) $25,000,000 and (ii) 10% of the Borrowing Base at such time or to exist for more than 30 consecutive Business Days or more than 45 Business Days in any twelve month period.

3.18 Borrowers’ Representative. American Tire shall act under this Agreement as the representative of all Borrowers, and each other Borrower hereby appoints American Tire as

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its representative, hereunder, for all purposes, including requesting borrowings and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Administrative Agent or any Lender. The Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on any request for borrowing, disbursement instruction, report, information or any other notice or communication made or given by American Tire, whether in its own name, on behalf of any other Borrower or on behalf of “the Borrowers,” and neither the Administrative Agent nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, notice or communication, nor shall the joint and several character of the Borrowers’ liability for the Secured Obligations be affected. The Administrative Agent and each Lender intend to maintain a single loan account in the name of “American Tire Distributors, Inc.” hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.

3.19 Joint and Several Liability. The Secured Obligations shall constitute one joint and several direct and general obligation of all of the Borrowers. Notwithstanding anything to the contrary contained herein, each of the Borrowers shall be jointly and severally, with each other Borrower, directly and unconditionally liable to the Administrative Agent and the other Secured Parties for all Secured Obligations and shall have the obligations of co-maker with respect to the Loans, the Notes, and the Secured Obligations, it being agreed that the advances to each Borrower inure to the benefit of all Borrowers, and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers as co-makers in extending the Loans hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Loan or other Secured Obligation payable to the Administrative Agent or any Secured Party, it will forthwith pay the same, without notice or demand.

3.20 Waiver of Suretyship Defenses. Each Borrower agrees that the joint and several liability of the Borrowers provided for in Section 3.19 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Secured Obligations, nor by any other agreements or arrangements whatever with the other Borrowers or with anyone else, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Secured Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Secured Obligations, the Notes, this Agreement or any other Loan Document (other than notices expressly required in this Agreement or by any of the Loan Documents) and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral, including any rights any Borrower may otherwise have under the New York General Obligations Law.

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3.21 Statements of Account. The Administrative Agent will account separately to the Borrowers monthly with a statement of Loans, charges and payments made to and by the Borrowers pursuant to this Agreement, and such accounts rendered by the Administrative Agent shall be deemed final, binding and conclusive, save for manifest error, unless the Administrative Agent is notified by the Borrowers in writing to the contrary within 30 days of the date the account to the Borrowers was so rendered. Such notice by the Borrowers shall be deemed an objection to only those items specifically objected to therein. Failure of the Administrative Agent to render such account shall in no way affect the rights of the Administrative Agent or of the Lenders hereunder.

3.22 Delegation of Authority to Administrative Agent. Without limiting the generality of Section 10.1, each Lender expressly authorizes the Administrative Agent to determine on behalf of such Lender (i) the creation or elimination of Additional Reserves and (ii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Tire Inventory, Eligible Non-Tire Inventory or Eligible Receivables.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Agents and Lenders to enter into this Agreement and the Lenders to make the Loans and to induce the Issuing Lenders to issue, and the Participating Lenders to participate in, the Letters of Credit, each Borrower hereby represents and warrants to each Lender and the Administrative Agent as of the Closing Date and as of the making of any extension of credit hereunder on or after the Closing Date:

4.1 Financial Condition.

(a) The audited consolidated balance sheet of American Tire and its consolidated Subsidiaries as at Fiscal Year end 2002, 2003 and 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Borrowers and their consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective Fiscal Years then ended.

(b) The unaudited consolidated pro forma balance sheet of American Tire and its consolidated Subsidiaries as of Fiscal Year 2004 end (the “Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, is the unaudited balance sheet of the Borrowers and their consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Closing Transactions and Debt Redemption and (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and all Indebtedness that the Borrowers and their consolidated Subsidiaries expect to incur, and the payment of all amounts the Borrowers and their consolidated Subsidiaries expect to pay, in connection with the Closing Transactions and Debt Redemption. The Pro Forma Balance Sheet, together with the notes thereto, was prepared based

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on good faith assumptions in accordance with GAAP and is based on the best information available to the Borrowers as of the date of delivery thereof and reflects on a pro forma basis the financial position of the Borrowers and their consolidated Subsidiaries as of Fiscal Year 2004 end, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of Fiscal Year 2004 end.

4.2 No Change. Since October 2, 2004, (a) there has been no change, and (as of the Closing Date only) no development or event which has had or could reasonably be expected to have a Material Adverse Effect on (i) the ability of American Tire and its Subsidiaries to perform their obligations under the Loan Documents and with respect to the other financings contemplated hereby or (ii) the rights and remedies of the Lenders under the Loan Documents and (b) no dividends or other distributions have been declared, paid or made upon the Capital Stock of any Borrower nor has any of the Capital Stock of any Borrower been redeemed, retired, repurchased or otherwise acquired for value by any Borrower or any of its Subsidiaries, except as permitted under this Agreement.

4.3 Existence; Compliance with Law. Each Borrower and each of its Subsidiaries (a) is duly organized and validly existing under the laws of the jurisdiction of its incorporation, (b) has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, would not have a Material Adverse Effect (c) is duly qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify would not have a Material Adverse Effect, (d) is in compliance with all applicable statutes, laws, ordinances, rules, orders, permit, regulations of any Governmental Authority or instrumentality, domestic or foreign and Environmental Laws required to conduct its business, except where noncompliance would not have a Material Adverse Effect, and (e) is in compliance in all material respects with the Anti-Terrorism Laws.

4.4 Power; Authorization. Each Borrower and each of its Subsidiaries has the power and authority to make, deliver and perform each of the Loan Documents to which it is a party. Each Borrower and each of its Subsidiaries has taken all necessary action to authorize the execution, delivery and performance of each of the Loan Documents to which it is or will be a party. No consent or authorization of, or filing with, any Person (including, without limitation, any Governmental Authority) is required in connection with the execution, delivery or performance by any Borrower or any of its Subsidiaries, or for the validity or enforceability in accordance with its terms against any Borrower or any of its Subsidiaries, of any Loan Document except for consents, authorizations and filings which have been obtained or made and are in full force and effect and except (i) such consents, authorizations and filings, the failure to obtain or perform (x) which would not have a Material Adverse Effect and (y) which would not adversely affect the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder, and (ii) such filings as are necessary to perfect the Liens of the Administrative Agent created pursuant to this Agreement and the Loan Documents.

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4.5 Enforceable Obligations. This Agreement and the Merger Agreement have been duly executed and delivered, and each of the other Loan Documents and any other agreement to be entered into by any Credit Party pursuant to the Merger Agreement will be, duly executed and delivered on behalf of each Credit Party that is party thereto. This Agreement and the Merger Agreement each constitutes, and each of the other Loan Documents and any other agreement to be entered into by any Credit Party pursuant to the Merger Agreement will constitute upon execution and delivery, the legal, valid and binding obligation of each Credit Party that is party thereto, and is enforceable against each Credit Party that is party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.6 No Legal Bar. The execution, delivery and performance of each Loan Document, the incurrence or issuance of and use of the proceeds of the Loans and of drawings under the Letters of Credit and the transactions contemplated by the Merger Agreement and the Loan Documents, (a) will not violate any Requirement of Law or any Material Contract applicable to or binding upon a Borrower or any of its Subsidiaries or any of their respective properties or assets, in any manner which, individually or in the aggregate, (i) would have a Material Adverse Effect on the ability of American Tire or any such Subsidiary taken as a whole to perform their obligations under the Loan Documents and the Merger Agreement and any other agreement to be entered into pursuant to the Merger Agreement, to which it is a party, (ii) would give rise to any liability on the part of the Administrative Agent or any Lender, or (iii) would have a Material Adverse Effect and (b) will not result in the creation or imposition of any Lien on any of its properties or assets pursuant to any Requirement of Law applicable to it, as the case may be, or any of its Material Contracts, except for the Liens arising under the Loan Documents and Permitted Liens.

4.7 No Material Litigation. Other than as disclosed in the Merger Agreement or as set forth on Schedule 4.7, no lawsuits, claims, proceedings or investigations are pending or, to the best knowledge of the Borrowers, threatened as of the Closing Date against or affecting any Borrower or any of its Subsidiaries or any of their respective properties, assets, operations or businesses (including after giving effect to the Closing Transactions), in which there is a probability of an adverse determination, and is reasonably likely, if adversely decided, to have a Material Adverse Effect.

4.8 Investment Company Act. Neither any Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended).

4.9 Federal Regulation. No part of the proceeds of any of the Loans or any drawing under a Letter of Credit will be used for any purpose which violates the provisions of Regulation T, U or X of the Board. Neither any Borrower nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under said Regulation U.

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4.10 No Default. The Borrowers and each of their Subsidiaries have performed all material obligations required to be performed by them under their Material Contracts (including after giving effect to the Closing Transactions) and they are not (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder, except to the extent that such breach or default would not reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any of its Subsidiaries (including after giving effect to the Closing Transactions) is in default under any material judgment, order or decree of any Governmental Authority, domestic or foreign, applicable to it or any of its respective properties, assets, operations or business, except to the extent that any such defaults would not, in the aggregate, have a Material Adverse Effect.

4.11 Taxes. Except as set forth on Schedule 4.11, each Borrower and each of its Subsidiaries (including after giving effect to the Closing Transactions) has filed or caused to be filed all material tax returns which, to the knowledge of such Borrower, are required to be filed and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount of which is currently being Properly Contested).

4.12 Subsidiaries. After giving effect to the consummation of the Closing Transactions and the Debt Redemption, the Subsidiaries of American Tire and their jurisdictions of incorporation on the Closing Date shall be as set forth on Schedule 4.12.

4.13 Ownership of Property. Except as set forth in Schedule 4.13, each of American Tire and its Subsidiaries has (i) valid and legal title to or leasehold interest in all of the Collateral and (ii) valid and legal title to or leasehold interest in all other material personal property, Real Property and other assets used in its business, except with respect to clause (ii) only where failure to have the valid and legal title or a leasehold interest would not have a Material Adverse Effect.

4.14 ERISA. Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan that would result in a material liability to any Borrower or any of its Subsidiaries, and each Plan has complied during such period in all material respects with the applicable provisions of ERISA and the Code. Neither any Borrower nor any Commonly Controlled Entity has been involved in any transaction that would cause such Borrower or any of its Subsidiaries to be subject to material liability with respect to a Plan to which such Borrower or any of its Subsidiaries or any Commonly Controlled Entity contributed or was obligated to contribute during the six-year period ending on the date this representation is made or deemed made; or incurred any material liability under Title IV of ERISA which would become or remain a material liability of any Borrower or any of its Subsidiaries after the Closing Date, except those which would not have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan

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allocable to such accrued benefits in an amount that would result in a material liability to any Borrower or any of its Subsidiaries. Neither any Borrower, nor any of its Subsidiaries nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower, nor any of its Subsidiaries nor any Commonly Controlled Entity would become subject to any liability under ERISA if any Borrower or any of its Subsidiaries or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, in either case that would result in a material liability to any Borrower or any of its Subsidiaries. To the knowledge of the Borrowers, no such Multiemployer Plan is in Reorganization or Insolvent.

4.15 Accuracy and Completeness of Information. The factual statements contained in the financial statements referred to in Section 4.1, the Loan Documents (including the schedules thereto), the Merger Agreement, and any other certificates or documents furnished or to be furnished to the Administrative Agent or the Lenders from time to time in connection with this Agreement, taken as a whole, do not and will not, to the best knowledge of the Borrowers, as of the date when made, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which the same were made, all except as otherwise qualified herein or therein, such knowledge qualification being given only with respect to factual statements made by Persons other than the Borrowers or any of their Subsidiaries; provided that with respect to projected financial information, the Borrowers represent only that such information has been and will be prepared in good faith based upon assumptions believed by the Borrowers to be reasonable at the time.

4.16 Holdings. Holdings is a company organized under the laws of Delaware on behalf of the Investor Group in connection with the Merger and has not carried on any activities, incurred any liabilities, assumed any obligations or acquired any assets prior to the Closing Date other than those incident to its formation and the transactions contemplated by the Merger Agreement, the Parent Notes or the Loan Documents.

4.17 Receivables.

(a) Status.

(1) Each Receivable reflected in the computations included in any Borrowing Base Certificate meets the criteria enumerated in clauses (a) through (p) of the definition “Eligible Receivables,” except as disclosed in such Borrowing Base Certificate or as disclosed in a timely manner in a subsequent Borrowing Base Certificate or otherwise in writing to the Administrative Agent.

(2) No Borrower has any knowledge of any fact or circumstance not disclosed to the Administrative Agent in a Borrowing Base Certificate or otherwise in writing which would impair the validity or collectibility of any Eligible Receivable of $1,000,000 or more or of Eligible Receivables which (regardless of the individual amount thereof) aggregate $2,000,000 or more.

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(b) Chief Executive Office. The chief executive office of each Borrower and the books and records relating to the Receivables are located at the address or addresses set forth on Schedule 4.17(b).

4.18 Inventory.

(a) Schedule of Inventory. All Inventory included in any Schedule of Inventory or Borrowing Base Certificate delivered to the Administrative Agent meets the criteria enumerated in clauses (a) through (g) of the definitions “Eligible Tire Inventory” or “Eligible Non-Tire Inventory,” except as disclosed in such Schedule of Inventory or Borrowing Base Certificate.

(b) Condition. All Eligible Tire Inventory and Eligible Non-Tire Inventory is in good condition, meets all material standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such goods, their use or sale, and is currently either usable or salable in the normal course of the applicable Borrower’s business, except to the extent reserved against in the financial statements referred to in Section 4.1 or a Borrowing Base Certificate delivered pursuant to Section 5.1(q).

(c) Location. All Eligible Tire Inventory and Eligible Non-Tire Inventory is located at a Permitted Inventory Location or is in transit to a Permitted Inventory Location.

4.19 Solvency. As of the Closing Date, in each case after giving effect to the debt represented by the Loans outstanding and to be incurred and the Transactions, each Borrower and each of its Subsidiaries is solvent, having assets of a fair salable value which exceeds the amount required to pay its debts as they become absolute and matured (including contingent, subordinated, unmatured and unliquidated liabilities), and each Borrower and each of its Subsidiaries is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged.

4.20 Corporate and Fictitious Names. Except as otherwise disclosed on Schedule 4.20, during the five-year period preceding the Closing Date, neither any Borrower nor any predecessor thereof has been known as or used any corporate or fictitious name other than the corporate name of such Borrower on the Closing Date.

4.21 Employee Relations. The Borrowers and each Subsidiary have stable work forces in place and none of them is, except as set forth on Schedule 4.21, party to any collective bargaining agreement nor has any labor union been recognized as the representative of a Borrower’s or any of its Subsidiaries’ employees, and the Borrowers know of no pending, threatened or contemplated strikes, work stoppage or other labor disputes involving a Borrower’s or any Subsidiary’s employees.

4.22 Proprietary Rights. Each Borrower owns or has the right to use all material Proprietary Rights necessary or desirable in the conduct of its business. To the best of the Borrowers’ knowledge, none of such Proprietary Rights related to any of the Collateral infringes on or conflicts with any other Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights related to any of the Collateral.

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4.23 Trade Names. All trade names or styles under which any Borrower sells Inventory or creates Receivables, or to which instruments in payment of Receivables are made payable, are listed on Schedule 4.23.

4.24 Bank Accounts. Attached hereto as Schedule 4.24 is a complete and correct list of all checking accounts, depository accounts, special deposit accounts and other accounts maintained by any Borrower or Subsidiary with any commercial bank or savings bank and each such account (except any account indicated by an asterisk (*)) is either (i) subject to an Agency Account Agreement or (ii) subject to directions from the account holder to the institution maintaining such account, in form and substance approved by the Administrative Agent, to transfer all collected funds therein daily to the Administrative Agent upon notice from the Administrative Agent.

4.25 Real Property. No Borrower nor any Subsidiary owns any Real Property nor leases any Real Property other than that described on Schedule 4.25 and other than Real Property acquired or leased after the Closing Date.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Initial Loans and Letters of Credit. The obligation of each Lender to make its Loans, and the obligation of the Issuing Lenders to issue any Letter of Credit, on the Closing Date are subject to the satisfaction, or waiver by such Lender, immediately prior to or concurrently with the making of such Loans or the issuance of such Letters of Credit, as the case may be, of the following conditions:

(a) Agreement; Notes. The Administrative Agent shall have received (i) a counterpart of this Agreement for each Lender duly executed and delivered by a duly authorized officer of the Borrowers, (ii) for the account of each Revolving Credit Lender requesting the same pursuant to Section 3.13, a Revolving Credit Note of the Borrowers conforming to the requirements hereof and executed by a duly authorized officer of the Borrowers, and (iii) if requested by Bank of America, for the account of Bank of America, a Swing Line Note, conforming to the requirements hereof and executed by a duly authorized officer of the Borrowers.

(b) Closing Transactions. The Closing Transactions shall be consummated simultaneously pursuant to the Merger Agreement and no material provision of the Merger Agreement shall have been amended, supplemented, waived or otherwise modified in any material respect without the prior written consent of the Administrative Agent.

(c) Capitalization; Capital Structure.

(i) (a) There shall have been contributed to the equity of Holdings at least $241,400,000, of which: (i) $229,400,000 shall be in cash and shall consist of (x) $210,000,000 in cash from the Investor Group and (y) $20,000,000 in cash from the gross proceeds of the issuance by Holdings of 8% cumulative redeemable preferred stock, and (ii) $12,000,000 shall be in non-cash contributions that consist of (x) $8,000,000 of the rollover of management’s equity and (y) $4,000,000 arising from the issuance of the Series B Preferred Stock by Holdings related to the cancellation of the existing Series B preferred stock of

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American Tire (collectively, the “Equity Contribution”), and (b) American Tire or Holdings shall have received at least $330,000,000 aggregate gross principal amount from the issuance of the Senior Notes and the issuance of the Parent Notes and Holdings shall have contributed the proceeds of the Parent Notes to American Tire.

(ii) The terms, conditions and documentation of all equity securities of each Borrower or each of its Subsidiaries to be outstanding at or after the Closing Date, the certificate of incorporation, by-laws, other governing documents and the corporate and capital structure of each Borrower and each of its Subsidiaries (excluding the identity and amount of equity contribution of any member of the Investor Group), in each case after giving effect to the consummation of the Closing Transactions, shall be in form and substance satisfactory to the Administrative Agent.

(d) Financial Statements. The Administrative Agent shall have received the financial statements described in Section 4.1 and the monthly financial statements for the Fiscal Month of January 2005 and a forecast prepared by the officers of American Tire of balance sheets, income statements, cash flow statements, Excess Availability and calculation of the Fixed Charge Coverage Ratio of American Tire and its consolidated Subsidiaries for each Fiscal Month of Fiscal Year 2005, giving pro forma effect to the Transactions (the “Closing Forecasts”). The Administrative Agent shall have received a certificate from the chief financial officer of Holdings and American Tire to the effect that the Pro Forma Balance Sheet and Closing Forecasts were prepared on good faith assumptions believed to be reasonable at the time made.

(e) Fees. The Administrative Agent, the Co-Lead Arrangers and the Lenders shall have received all fees, expenses and other consideration presented for payment required to be paid or delivered on or before the Closing Date.

(f) Pledge Agreements. The Administrative Agent shall have received:

(i) the Parent Pledge Agreement executed and delivered by a duly authorized officer of the parties thereto, together with stock certificates representing 100% of all issued and outstanding certificated shares of Capital Stock of American Tire, and undated stock powers for each certificate, executed in blank and delivered by a duly authorized officer of the applicable pledgor and the acknowledgment and consent of the issuer thereunder in the form annexed thereto; and

(ii) the Subsidiary Pledge Agreements executed and delivered by a duly authorized officer of the parties thereto, together with stock certificates representing 100% of all issued and outstanding certificated shares of Capital Stock of the Subsidiaries of American Tire, and undated stock powers for each certificate, executed in blank and delivered by a duly authorized officer of the applicable pledgor and the acknowledgment and consent of the issuer thereunder in the form annexed thereto; and

(g) Parent Guarantee. The Administrative Agent shall have received the Parent Guarantee, executed and delivered by a duly authorized officer of Holdings.

(h) Merger Agreement. The Administrative Agent shall have received the Merger Agreement, executed and delivered by a duly authorized officer of the parties thereto and

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with no material change to such agreement from the copy thereof delivered to the Administrative Agent prior to the Closing Date, except as otherwise agreed to by Administrative Agent in writing.

(i) Legal Opinions. The Administrative Agent shall have received, dated the Closing Date and addressed to the Administrative Agent and the Lenders (i) an opinion of Gibson, Dunn & Crutcher LLP, counsel to the Credit Parties, (ii) an opinion of the general counsel of the Borrowers, and (iii) opinions of North Carolina, Texas and Nebraska local counsel to the Borrowers, in form and substance acceptable to the Administrative Agent.

(j) Closing Certificate. The Administrative Agent shall have received a Closing Certificate of each Credit Party dated the Closing Date, in substantially the form of Exhibit H and Exhibit I, respectively, with appropriate insertions and attachments, in form and substance satisfactory to the Administrative Agent and its counsel, executed by the President or any Vice President and the Secretary or any Assistant Secretary (or other appropriate officers or representatives) of Holdings and its Subsidiaries, respectively.

(k) Solvency Certificate. The Administrative Agent shall have received a certificate of the chief financial officer of American Tire in form and substance satisfactory to it which shall document the solvency of American Tire and its Subsidiaries after giving effect to the consummation of the Closing Transactions and the Debt Redemption, and the other transactions and related financings contemplated hereby.

(l) Other Agreements. The Administrative Agent shall have received duly executed originals of each of the Loan Documents and each additional document or instrument reasonably requested by the Required Lenders.

(m) Litigation. On the Closing Date, (i) there shall be no injunctions or restraining orders pending against any Credit Party with respect to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (including the Merger and the other Transactions) or (ii) there shall be no actions, suits or proceedings against any Credit Party with respect to this Agreement or any other Loan Documents or the transactions contemplated hereby or thereby (including the Merger and the other Transactions) which if determined adversely to such Credit Party could reasonably be expected to have a Material Adverse Effect or which could have a material adverse effect on the rights or remedies of the Lenders hereunder or under any other Loan Documents or the ability of any Credit Party to perform its respective obligations to the Lenders hereunder or under any other Loan Documents.

(n) Consents, Approvals and Filings. On the Closing Date, all necessary governmental and other third party authorizations, consents, approvals or waivers required in connection with the execution, delivery and performance by the Credit Parties, and the validity and enforceability against the Credit Parties, of the Loan Documents to which any of them is a party, or otherwise in connection with the transactions contemplated by the Loan Documents and the Merger Agreement, shall have been obtained or made and remain in full force and effect (except where the failure to do so would not reasonably be expected to have a material adverse effect on (x) the business, operations, property, condition (financial or otherwise) of the American Tire and its Subsidiaries taken as a whole or (y) (i) the validity or enforceability of this

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Agreement, any of the Notes or the other Loan Documents or (ii) the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains or prevents such transactions or imposes materially adverse conditions upon the consummation of such transactions.

(o) Closing Debt Ratio. The Administrative Agent shall have received a certificate from the chief financial officer in form and substance reasonably satisfactory to the Administrative Agent to the effect that the pro forma ratio of Consolidated Indebtedness (net of excess working capital and based upon an annual average working capital amount) of Holdings and its Subsidiaries to Pro Forma Adjusted EBITDA (calculated in accordance with Schedule III, attached hereto) for the Fiscal Year ending January 1, 2005 is no greater than 6.5 to 1.0, after giving effect to the Transactions and any acquisitions made by the Borrowers during such period.

(p) Sarbanes-Oxley Certifications. The Administrative Agent shall have received certificates from the chief executive officer and chief financial officer of American Tire which are required by Section 906 and Section 302 of the Sarbanes-Oxley Act of 2002.

(q) Minimum Excess Availability. The Administrative Agent shall have received Borrowing Base Certificate, in form and substance satisfactory to Administrative Agent in all respects, prepared as of the close of business on the Friday immediately preceding the Closing Date, duly executed and delivered by the chief financial officer of American Tire demonstrating Excess Availability of at least $25,000,000, after giving effect to the Loans to be made on the Closing Date and the Borrowers’ payment (or provision of payment) of all costs and expenses incurred by Borrowers in connection with this Agreement and the Transactions.

(r) Schedules of Inventory and Receivables. The Administrative Agent shall have received a Schedule of Inventory and a Schedule of Receivables, each prepared as of the close of business on the Friday immediately preceding the Closing Date.

(s) No Material Adverse Effect. Since October 2, 2004, there shall not have been any event, change or effect that has a Material Adverse Effect.

(t) Perfection of Liens. The Administrative Agent shall have received copies of all filing receipts or acknowledgments issued by any Governmental Authority to evidence any filing or recordation necessary to perfect the Liens of Administrative Agent in the Collateral and evidence in form satisfactory to Administrative Agent and Lenders that such Liens constitute valid and perfected security interests and Liens, and that there are no other Liens upon any Collateral except for Permitted Liens.

(u) Good Standing Certificates. The Administrative Agent shall have received good standing certificates for Holdings and each Borrower, issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization and each jurisdiction where the conduct of such Person’s business activities or ownership of its property necessitates qualification.

(v) Insurance. The Administrative Agent shall have received certified copies of the property and casualty insurance policies of Holdings and Borrowers with respect to the

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Collateral, or certificates of insurance with respect to such policies in form acceptable to the Administrative Agent, and loss payable endorsements naming the Administrative Agent as lender’s loss payee with respect to each such policy to the extent of the Collateral and certified copies of Borrowers’ liability insurance policies, including product liability policies, together with endorsements naming the Administrative Agent as an additional insured, all as required by the Loan Documents.

(w) Springing Control Agreements. The Administrative Agent shall have received the duly executed springing control agreements, in form and substance satisfactory to the Administrative Agent in all respects.

(x) No Labor Disputes. The Administrative Agent shall have received assurances satisfactory to it that there are no threats of strikes or work stoppages by any employees, or organization of employees, of any Borrower which the Administrative Agent reasonably determines may have a Material Adverse Effect.

5.2 Conditions to All Loans and Letters of Credit. The obligation of each Lender to make any Loan (other than any Revolving Credit Loan the proceeds of which are to be used to repay Refunded Swing Line Loans) and the obligation of the Issuing Lenders to issue any Letter of Credit is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date:

(a) Representations and Warranties. Each of the representations and warranties made in or pursuant to Section 4 or which are contained in any other Loan Document shall be true and correct in all material respects on and as of the date of such Loan or of the issuance of such Letter of Credit as if made on and as of such date (unless (i) stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date (ii) as a result of changes in the nature of a Borrower’s or, if applicable, any of its Subsidiaries’ business or operations that may occur after the date hereof in the ordinary course of business of such Borrower or Subsidiary so long as the Administrative Agent has (or, if otherwise required by the terms of this Agreement, the Required Lenders or all the Lenders have) consented to such changes or such changes are not violative of any provision of this Agreement).

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such Borrowing Date or after giving effect to such Loan to be made or such Letter of Credit to be issued on such Borrowing Date.

Each borrowing by a Borrower hereunder and the issuance of each Letter of Credit by an Issuing Lender hereunder shall constitute a representation and warranty by such Borrower as of the date of such borrowing or issuance that the conditions in clauses (a) and (b) and of this Section 5.2 have been satisfied.

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SECTION 6. AFFIRMATIVE COVENANTS

Each of the Borrowers hereby agree that, so long as the Commitments remain in effect, any Loan, Note or L/C Obligation remains outstanding and unpaid, any amount (unless cash in an amount equal to such amount has been deposited to a cash collateral account established by the Administrative Agent) remains available to be drawn under any Letter of Credit or any other amount is owing to any Lender or the Administrative Agent hereunder or under any of the other Loan Documents, it shall, and, in the case of the agreements contained in Sections 6.3 through 6.6, and Sections 6.8 and 6.9, American Tire shall cause each of its Subsidiaries to:

6.1 Financial Statements. Furnish to the Administrative Agent (with sufficient copies for each Lender which the Administrative Agent shall promptly furnish to each Lender):

(a) as soon as available, but in any event within 95 days after the end of each Fiscal Year of American Tire, a copy of: (i) the consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statement of stockholders’ equity and the consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for such Fiscal Year, and (ii) the consolidated balance sheet of American Tire and its consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income and cash flows of American Tire and its consolidated Subsidiaries for such Fiscal Year; in the case of the financial statements referred to in clause (i) above, reported on, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or qualification which would affect the computation of financial covenants, by independent certified public accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of American Tire, copies of: (i) the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such Fiscal Quarter and the related unaudited consolidated statement of stockholders’ equity and the unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for such Fiscal Quarter and the portion of the Fiscal Year of Holdings and its consolidated Subsidiaries through such date, and (ii) the unaudited consolidated balance sheet of American Tire and its consolidated Subsidiaries as at the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of American Tire and its consolidated Subsidiaries for such Fiscal Quarter and the portion of the Fiscal Year of American Tire and its consolidated Subsidiaries through such date; in the case of each of the financial statements referred to above, certified by the Financial Officer of each of Holdings and American Tire, as the case may be, as presenting fairly the financial condition and results of operations of Holdings and the Borrowers for the applicable period(s);

(c) as soon as available, but in any event not later than 30 days after the end of each Fiscal Month (or 50 days after the end of any Fiscal Month that is the last Fiscal Month of each of the first three Fiscal Quarters, or 95 days after the end of any Fiscal Month that is the last Fiscal Month, of a Fiscal Year) copies of: (i) the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such Fiscal Month and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated

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Subsidiaries for such Fiscal Month and the portion of the Fiscal Year of Holdings and its consolidated Subsidiaries through such date, and (ii) the unaudited consolidated balance sheet of American Tire and its consolidated Subsidiaries as at the end of such Fiscal Month and the related unaudited consolidated statements of income and cash flows of American Tire and its consolidated Subsidiaries for such Fiscal Month and the portion of the Fiscal Year of American Tire and its consolidated Subsidiaries through such date; in the case of each of the financial statements referred to above, certified by the Financial Officer of each of Holdings and American Tire, as the case may be, as presenting fairly the financial condition and results of operations of Holdings and the Borrowers for the applicable period(s);

(d) as soon as available, but in any event not later than 30 days after the beginning of each Fiscal Year of the Borrowers to end after the Closing Date, Forecasts for the upcoming Fiscal Year;

(e) concurrently with the delivery of financial statements pursuant to subsection 6.1(a), (b) or (c) a certificate of the chief financial officer or treasurer of American Tire setting forth, in reasonable detail, the computation of the Fixed Charge Coverage Ratio as enumerated in Section 7.8 as of the last day of the fiscal period covered by such financial statements;

all such financial statements to be complete and correct in all material respects (subject, in the case of interim statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and (except in the case of the statements referred to in paragraphs (b) and (c) of this Section 6.1) in accordance with GAAP and to be accompanied by a management discussion in form and consistent with discussions provided to Lenders prior to the Closing Date and a monthly and year-to-date comparison to the Borrowers’ prior Fiscal Year performance and to the Forecasts (provided, that for purposes of subsection 6.1(a) and subsection 6.1(b), so long as the Borrowers are subject to SEC reporting requirements, the 10K and 10Q of Holdings for such periods shall satisfy the requirement with respect to the audited annual financial statements and the unaudited quarterly financial statements).

6.2 Certificates; Other Information. Furnish to the Administrative Agent (with sufficient copies for each Lender which the Administrative Agent shall promptly deliver to each Lender):

(a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.1(a), a letter from the independent certified public accountants reporting on such financial statements stating that in making the examination necessary to express their opinion on such financial statements no knowledge was obtained of any Default or Event of Default under subsection 3.4(b), Sections 7.1 and 7.3, and Sections 7.5 through 7.10, except as specified in such letter;

(b) concurrently with the delivery of the financial statements referred to in subsections 6.1(a), (b) and (c), a certificate of the chief financial officer or treasurer of American Tire stating that, to the best of such officer’s knowledge, during such period no such officer has obtained knowledge of any Default or Event of Default that has occurred and is continuing except as specified in such certificate.

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(c) promptly upon receipt thereof, copies of all final reports submitted to Holdings or any of its Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the books of Holdings or any of its Subsidiaries made by such accountants, and, upon the request of any Lender (through the Administrative Agent), any final comment letter submitted by such accountants to management in connection with their annual audit;

(d) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available to the public generally by Holdings or any of its Subsidiaries, if any, and all regular and periodic reports and all final registration statements and final prospectuses, if any, filed by Holdings or any of its Subsidiaries with any securities exchange or with the SEC or any Governmental Authority succeeding to any of its functions;

(e) promptly, such additional financial and other information as any Lender may from time to time reasonably request (through the Administrative Agent).

6.3 Conduct of Business and Maintenance of Existence. Continue to engage in businesses of the same general type as now conducted by it, and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges, franchises, copyrights, patents, trademarks and trade names necessary or desirable in the normal conduct of its business except for rights, privileges, franchises, copyrights, patents, trademarks and tradenames the loss of which would not in the aggregate have a Material Adverse Effect, and except as otherwise permitted by Sections 7.4 and 7.5; comply with all applicable Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, have a Material Adverse Effect; and comply in all material respects with all Anti-Terrorism Laws.

6.4 Maintenance of Property; Insurance.

(a) Keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear excepted); and

(b) Maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and with only such deductibles as are usually maintained by, and against at least such risks as are usually insured against in the same general area by, companies engaged in the same or a similar business, and furnish to each Lender, (i) annually, a schedule disclosing (in a manner substantially similar to that used in the schedule provided pursuant to subsection 5.1(v)) all insurance against products liability risk maintained by the Borrowers and their Subsidiaries pursuant to this subsection 6.4(b) or otherwise and (ii) upon written request of any Lender, full information as to the insurance carried.

(c) All insurance policies required hereunder relating to Collateral shall name the Administrative Agent as an additional insured and shall contain lender loss payable clauses in the form submitted to the Borrowers by the Administrative Agent, or otherwise in form and

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substance satisfactory to the Required Lenders, naming the Administrative Agent, as lender’s loss payee, as its interests may appear, and providing that

(i) all proceeds thereunder shall be payable to the Administrative Agent,

(ii) no such insurance shall be affected by any act or neglect of the insurer or owner of the property described in such policy, and

(iii) such policy and loss payable clauses may be canceled, amended or terminated only upon at least 10 days’ prior written notice given to the Administrative Agent.

(d) Any proceeds of insurance referred to in this Section 6.4 that are paid to the Administrative Agent shall be, at the option of the Required Lenders in their sole discretion, either (i) applied to replace the damaged or destroyed property, or (ii) applied to the payment or prepayment of the Secured Obligations, provided that if no Event of Default exists, then, upon the Borrowers’ written request to the Administrative Agent, such proceeds shall be disbursed by the Administrative Agent to the Borrowers pursuant to such procedures as the Administrative Agent shall reasonably establish to enable Borrowers to replace or repair such damaged or destroyed property within ninety (90) days after the receipt of such proceeds.

6.5 Inspection of Property; Books and Records; Discussions. Keep complete and accurate records of Inventory on a basis consistent with past practices of American Tire so as to permit comparison of Inventory records relating to different time periods, itemizing and describing the kind, type and quantity of Inventory and the applicable Borrower’s or Subsidiary’s cost thereof and a current price list for such Inventory, and keep complete and accurate records of all other Collateral. The Borrowers will prepare a physical listing of all Inventory, wherever located, at least annually. In addition, the Administrative Agent and each Lender (by any of their officers, employees or agents) shall have the right, to the extent that the exercise of such right shall be within the control of a Borrower, at any time or times to:

(a) visit the properties of the Borrowers and the Subsidiaries, inspect the Collateral and the other assets of the Borrowers and the Subsidiaries and inspect and make extracts from the books and records of the Borrowers and the Subsidiaries, including management letters prepared by independent accountants, all during customary business hours at such premises and upon reasonable notice to Borrowers (unless an Event of Default exists, in which event, no notice shall be required);

(b) discuss the Borrowers’ and the Subsidiaries’ business, assets, liabilities, financial condition, results of operations and business prospects, insofar as the same are reasonably related to the rights of the Administrative Agent or the Lenders hereunder or under any of the Loan Documents, with the Borrowers’ and the Subsidiaries’ (i) principal officers, (ii) independent accountants, and (iii) any other Person (except that any such discussion with any third parties shall be conducted only in accordance with the Administrative Agent’s or such Lender’s standard operating procedures relating to the maintenance of the confidentiality of confidential information of Borrowers); and

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(c) verify the amount, quantity, value and condition of, or any other matter relating to, any of the Collateral and in this connection to review, audit and make extracts from all records and files related to any of the Collateral. The Borrowers will deliver to the Administrative Agent, upon the Administrative Agent’s request, any instrument necessary for it to obtain records from any service bureau maintaining records on behalf of the Borrowers or any Subsidiary (it being understood that, prior to an Event of Default, the Borrowers shall only be required to pay or reimburse the Administrative Agent for 3 field exams and 2 inventory appraisals per year).

6.6 Notices. Promptly give notice to the Administrative Agent (to be distributed by the Administrative Agent to the Lenders):

(a) of the occurrence of any Default or Event of Default;

(b) of any (i) default or event of default under any instrument or other agreement, guarantee or collateral document of American Tire or any of its Subsidiaries or Holdings which default or event of default has not been waived and would have a Material Adverse Effect or (ii) litigation, investigation or proceeding which may exist at any time between American Tire or any of its Subsidiaries and any Governmental Authority, or receipt of any notice of any environmental claim or assessment against American Tire or any of its Subsidiaries by any Governmental Authority, which in any such case would have a Material Adverse Effect;

(c) of the following events, as soon as practicable after, and in any event within 10 days after, any Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan which Reportable Event could reasonably result in material liability to any Borrower and its Subsidiaries taken as a whole or (ii) the institution of proceedings or the taking of any other action by PBGC, any Borrower or any Commonly Controlled Entity to terminate, withdraw or partially withdraw from any Plan and, with respect to a Multiemployer Plan, the Reorganization or Insolvency of such Plan, in each of the foregoing cases which could reasonably result in material liability to any Borrower and its Subsidiaries taken as a whole, and in addition to such notice, deliver to the Administrative Agent and each Lender whichever of the following may be applicable: (a) a certificate of a Responsible Officer of any Borrower setting forth details as to such Reportable Event and the action that any Borrower or such Commonly Controlled Entity proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with PBGC, or (b) any notice delivered by PBGC evidencing its intent to institute such proceedings or any notice to PBGC that such Plan is to be terminated, as the case may be.

Each notice pursuant to this Section 6.6 shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein.

6.7 Environmental Laws. Comply in all respects with all Environmental Laws applicable to it, and obtain, comply with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned, except for instances of noncompliance that (i) are being contested in good faith by appropriate proceedings, or (ii) would not reasonably be expected to result in a Material Adverse Effect; and promptly notify the Administrative Agent of its receipt of any notice of a violation of any Environmental Law or other such applicable laws that could reasonably be expected to result in a Material Adverse Effect.

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6.8 Additional Collateral.

(a) With respect to any assets acquired after the Closing Date by American Tire or any of its Domestic Subsidiaries (including interests owned by a Borrower in any joint venture unless the joint venture agreement prohibits the pledge of such interest to another Person) that are intended to be subject to the Lien created by any of the Security Agreements or this Agreement but which are not so subject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets having a book value of less than $500,000 and (iii) Excluded Property) (A) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets, and (B) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent.

(b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of American Tire) that has assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a joinder agreement to this Agreement and such other documents (including, if requested by Administrative Agent, an amendment to any Hedging Agreement to add such Subsidiary thereto) as may reasonably be determined by the Administrative Agent to add such Subsidiary as an additional “Borrower” hereunder, and/or a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by American Tire or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrowers or such Subsidiary, as the case may be, and (iii) if requested by Administrative Agent, cause such new Subsidiary (a) to become a party to a subsidiary guarantee, if applicable, or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (b) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent.

(c) With respect to any Person that is or becomes a Foreign Subsidiary of American Tire and that has assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by American Tire or any of its Subsidiaries (provided that in no event shall more than 65% of the

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Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of American Tire or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, satisfactory to the Administrative Agent.

6.9 Collateral Schedules.

(a) Deliver to the Administrative Agent on or before the Closing Date and not later than the 20th day of each calendar month thereafter a Schedule of Receivables which:

(i) shall be as of the last Business Day of the immediately preceding Fiscal Month,

(ii) shall be reconciled to the Borrowing Base Certificate as of such last Business Day, and

(iii) shall set forth a detailed aged trial balance of all of the Borrowers’ then existing Receivables, specifying the names, balance due and, if a Default or Event of Default then exists, the addresses, for each Account Debtor obligated on an Receivable so listed.

(b) Schedule of Inventory. Deliver to the Administrative Agent on or before the Closing Date and not later than the 20th day of each calendar month thereafter a Schedule of Inventory as of the last Business Day of the immediately preceding Fiscal Month of the Borrowers, itemizing and describing the kind, type and quantity of Inventory, the applicable Borrower’s cost thereof and the location thereof.

(c) Cash and Collateral Reporting. Deliver to the Administrative Agent (i) upon the request of the Administrative Agent, not less frequently than weekly, the forecasted cash receipts and disbursements, in form and substance reasonably satisfactory to the Administrative Agent, of American Tire and its Subsidiaries, on a consolidated basis, for the succeeding 13 weeks, (ii) upon the request of the Administrative Agent, not less frequently than weekly, a summary accounts payable aging, and (iii) on the 20^th day of each calendar month, a Borrowing Base Certificate prepared as of the last Business Day of the preceding Fiscal Month; provided, that, if Excess Availability is less than $35,000,000 at any time or an Event of Default exists, then Administrative Agent may require that Borrowing Base Certificates be delivered more frequently.

(d) Additional Information. The Administrative Agent may in its reasonable credit judgment from time to time request that the Borrowers deliver the schedules and certificates described in subsections 6.9(a), (b) and (c) more or less often and on different schedules than specified in such Sections. The Borrowers also will furnish to the Administrative Agent and each Lender such other information with respect to the Collateral as the Administrative Agent or any Lender may from time to time reasonably request.

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6.10 Collection of Receivables.

(a) The Borrowers will and will cause each other Borrower to cause all monies, checks, notes, drafts and other payments relating to or constituting proceeds of trade accounts receivable, other Receivables and other Collateral to be deposited in (i) an Agency Account in accordance with the procedures set out in the corresponding Agency Account Agreement or (ii) an account subject to instructions from the account holder, in form and substance satisfactory to the Administrative Agent, requiring the transfer of collected balances in such account to the Administrative Agent not less often than each Business Day if a Trigger Event (as defined below) has occurred. In particular, each Borrower will and will cause each other Borrower to advise each Account Debtor that makes payment to such Borrower or other Borrower by wire transfer, ACH Transfer or similar means to make payment directly to an Agency Account or, if the applicable Borrower or other Borrower is not party to an Agency Account Agreement, then to an account subject to such instructions.

(b) If Excess Availability is less than $25,000,000 or an Event of Default exists (a “Trigger Event”), without limiting the ability of the Administrative Agent and the Lenders to exercise other rights and remedies hereunder, the Administrative Agent may require (and at the direction of the Required Lenders, shall require) that all collected balances in each Agency Account be transferred to Administrative Agent not less often than each Business Day and that any or all of the Borrowers establish Lockboxes to which monies, checks, notes, drafts and other payments relating to or constituting proceeds of Collateral shall be sent; provided, however, that if Excess Availability exceeds $25,000,000 for a period of 120 consecutive days, then collections will not be required to be remitted daily to the Administrative Agent (unless Excess Availability is less than $25,000,000 thereafter), and Borrowers may access the Agency Accounts. If such requirement is imposed and if requested by Administrative Agent, each Borrower will and will cause each other Borrower to:

(i) advise each Account Debtor on trade accounts receivable that does not make payments directly to an Agency Account to address all remittances with respect to amounts payable on account thereof to a specified Lockbox, and

(ii) stamp all invoices relating to trade accounts receivable with a legend satisfactory to the Administrative Agent indicating that payment is to be made to such Borrower or other Borrower via a specified Lockbox.

(c) Subject to the provisions of Section 6.10(b) above, the Borrowers shall cause all collected balances in each Agency Account and the Borrowers shall, and shall cause each other Borrower to, cause all collected balances in each other bank account subject to transfer instructions approved by the Administrative Agent, to be transmitted daily by wire transfer, ACH Transfer, depository transfer check or other means in accordance with the procedures set forth in the corresponding Agency Account Agreement or such instructions, to the Administrative Agent at the Administrative Agent’s office:

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(i) for application, on account of the Secured Obligations, as provided in subsection 3.4(d), Sections 3.9, and 8.2, such credits to be entered as of the Business Day they are received if they are received prior to 1:30 and to be conditioned upon final payment in cash or solvent credits of the items giving rise to them, and

(ii) with respect to the balance, so long as no Default or Event of Default has occurred and is continuing, for transfer by wire transfer, ACH Transfer or depository transfer check to a Controlled Disbursement Account.

(d) Any monies, checks, notes, drafts or other payments referred to in subsection (a) or (b) of this Section 6.10 which, notwithstanding the terms of such subsection, are received by or on behalf of the applicable Borrower will be held in trust for the Administrative Agent and will be delivered to the Administrative Agent or a Clearing Bank or a bank with which an account subject to satisfactory transfer instructions is maintained, as promptly as possible, in the exact form received, together with any necessary endorsements for application by the Administrative Agent directly to the Secured Obligations or, as applicable, for deposit in the Agency Account maintained with such Clearing Bank and processing in accordance with the terms of the corresponding Agency Account Agreement or for deposit in such account and processing and transfer in accordance with such instructions.

6.11 Merger of Subsidiaries. Unless otherwise agreed to by Administrative Agent in writing, the Borrowers shall cause the following mergers to occur within the time periods specified below:

(a) MergerCo shall merge with and into American Tire on the Closing Date, with American Tire being the surviving corporation after giving effect to such merger;

(b) Within one hundred eighty (180) days after the Closing Date,

(i) Speed Merchant and Target Tire, shall merge with and into American Tire with American Tire being the surviving corporation after giving effect to such merger,

(ii) Haas Tire shall merge with and into Haas Holding with Haas Holding being the surviving corporation after giving effect to such merger, and

(iii) Big State shall merge with and into Texas Holdings, with Texas Holdings being the surviving corporation after giving effect to such merger; and

(c) Within three hundred sixty (360) days after the Closing Date, Haas Holding and Texas Holdings shall merge with and into American Tire, with American Tire being the surviving corporation after giving effect to such mergers.

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SECTION 7. NEGATIVE AND INFORMATION COVENANTS

Each of the Borrowers hereby agrees that it shall not, and it shall not permit any of its Subsidiaries to, directly or indirectly so long as the Commitments remain in effect or any Loan, Note or L/C Obligation remains outstanding and unpaid, any amount remains available to be drawn under any Letter of Credit (unless cash in an amount equal to such amount has been deposited to a cash collateral account established by the Administrative Agent) or any other amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document (it being understood that each of the permitted exceptions to each of the covenants in this Section 7 is in addition to, and not overlapping with, any other of such permitted exceptions except to the extent expressly provided):

7.1 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) the Indebtedness outstanding on the Closing Date and reflected on Schedule 7.1(a), including the refinancing of any such Indebtedness on terms and conditions taken as a whole no less favorable to American Tire and its Subsidiaries or the Lenders;

(b) Indebtedness consisting of the Loans and in connection with the Letters of Credit and this Agreement;

(c) unsecured Indebtedness of the Borrowers consisting of up to $290,000,000 of Senior Notes (plus any principal amounts issued in lieu of cash interest or accretion), and any refinancing of the Senior Notes plus principal in lieu of cash interest or accretion plus up to 6% of fees and expenses in connection with such refinancing and plus up to $40,000,000 and any accretion and up to 6% of fees and expenses incurred in connection with a refinancing of the Parent Notes, so long as, in each case, each of the Refinancing Conditions is satisfied as determined by the Administrative Agent;

(d) Indebtedness (i) of any of the Borrowers to any Subsidiary, (ii) of any Domestic Subsidiary to any of the Borrowers or any other Subsidiary and (iii) of any Foreign Subsidiary to the Borrowers or any other Subsidiary in an aggregate principal amount at any time outstanding not to exceed $5,000,000 (plus the sum of any amounts dividended or distributed by any Foreign Subsidiary to the Borrowers or any Domestic Subsidiary), minus (a) the amount of any guarantees of obligations of Foreign Subsidiaries pursuant to subsection 7.3(c) and (b) the amount of any investments made in a Foreign Subsidiary pursuant to subsection 7.6(b)(iii);

(e) Indebtedness of American Tire and its Subsidiaries for industrial revenue bonds or other similar governmental and municipal bonds, or for the deferred purchase price of newly acquired property and to finance equipment of American Tire and its Subsidiaries (pursuant to purchase money mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary course of business (provided such financing is entered into within 180 days of the later of such acquisition or the completion of such construction, improvement, repairs or additions) of American Tire and its Subsidiaries in an amount (based on the remaining balance of the obligations therefor on the books of American Tire and its Subsidiaries) which shall not exceed $15,000,000 in the aggregate at any one time outstanding and Indebtedness of American Tire and its Subsidiaries in respect of Financing Leases not to exceed $10,000,000 in the aggregate at any time;

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(f) (i) Indebtedness of American Tire or any of its Subsidiaries assumed in connection with acquisitions permitted by subsection 7.6(h) (so long as such Indebtedness was not incurred in anticipation of such acquisition and excluding any secured revolving credit debt), (ii) Indebtedness of newly acquired Subsidiaries of American Tire acquired in such acquisitions (so long as such Indebtedness was not incurred in anticipation of such acquisition and excluding any secured revolving credit debt) and (iii) unsecured Subordinated Indebtedness of American Tire or any of its Subsidiaries owed to the seller in any acquisition permitted by subsection 7.6(h) constituting part of the Purchase Price thereof (provided, however, that the payment of all or any portion of such Subordinated Indebtedness may be supported by a Letter of Credit or an unsecured letter of credit to the extent the issuance thereof is otherwise permitted under this Agreement);

(g) Indebtedness in connection with workmen’s compensation obligations;

(h) unsecured Subordinated Indebtedness of American Tire and its Subsidiaries;

(i) unsecured vendor loans, advances and similar financings in an aggregate principal amount outstanding at any time not to exceed $25,000,000;

(j) Subordinated Vendor Debt;

(k) other unsecured Indebtedness (including Permanent Debt) not otherwise included in subsections (a) through (j), in an aggregate amount not to exceed $25,000,000; and

(l) other unsecured Indebtedness, not otherwise included in subsections (a) through (k), so long as Excess Availability at the time of and after giving pro forma effect thereto is at least $25,000,000.

7.2 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except:

(a) Liens for taxes, assessments or other governmental charges not yet delinquent or which are being Properly Contested;

(b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not yet due or which are bonded or which are being Properly Contested;

(c) pledges or deposits in connection with workmen’s compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

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(e) easements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, changes, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially detract from the aggregate value of the properties of the Borrowers and their Subsidiaries, taken as a whole, or in the aggregate materially interfere with or adversely affect in any material respect the ordinary conduct of the business of American Tire and its Subsidiaries on the properties subject thereto, taken as a whole;

(f) Liens in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, arising under this Agreement and the other Loan Documents, including (i) Liens pursuant to the Loan Documents in respect of Banking Relationship Debt and (ii) bankers’ liens arising by operation of law;

(g) Liens existing on the Closing Date after giving effect to the consummation of the Closing Transactions and described on Schedule 7.2(g) (including the extension of any Liens listed on such Schedule relating to any Indebtedness permitted under subsection 7.1(a) in connection with any refinancing of such Indebtedness permitted by such subsection and any Liens securing Indebtedness to be repaid on the Closing Date to the extent the Borrowers have made arrangements to terminate such Liens in a manner satisfactory to the Administrative Agent); provided that no such Lien shall extend to or cover other property of American Tire or its Subsidiaries other than the respective property so encumbered and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the original principal amount of the Indebtedness so secured;

(h) Unsubordinated Vendor Liens;

(i) Liens arising by virtue of the rendition, entry or issuance against American Tire or any Subsidiary, or any property of American Tire or any Subsidiary, of any judgment, writ, order, or decree for so long as each such Lien is in existence for less than 20 consecutive days after it first arises or is being Properly Contested and is at all times junior in priority to any Liens in favor of Administrative Agent;

(j) Liens securing Indebtedness permitted pursuant to Section 7.1(e) that does not extend to any Collateral;

(k) Permitted Liens (to the extent not already included in this Section 7.2); and

(l) Liens in favor of the trustee of the Existing Notes on the $29,076,762 of escrowed funds in connection with the Debt Redemption.

7.3 Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except:

(a) the Guarantees;

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(b) unsecured guarantees by the Borrowers or any Subsidiary incurred in the ordinary course of business for an aggregate amount not to exceed $5,000,000 at any one time;

(c) unsecured guarantees of the obligations of Foreign Subsidiaries not to exceed $5,000,000 in the aggregate at any time (plus the sum of any amounts dividended or distributed by any Foreign Subsidiary to the Borrowers or any Domestic Subsidiary) minus any amounts loaned to or invested in any Foreign Subsidiaries by the Borrowers;

(d) Contingent Obligations existing on the Closing Date and described in Schedule 7.3(d) and Contingent Obligations relating to any Indebtedness permitted under Section 7.1 (but excluding any guarantees by any Borrower of the Parent Notes which guarantees are not permitted by this Agreement);

(e) guarantees of obligations to third parties in connection with relocation of employees of American Tire or any of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to subsection 7.6(g), shall not exceed $1,000,000 at any time outstanding;

(f) Contingent Obligations in connection with workmen’s compensation obligations;

(g) unsecured guarantees of the Senior Notes or Permanent Debt;

(h) unsecured guarantees to the extent constituting Subordinated Indebtedness permitted under Section 7.1(h);

(i) any Borrower may guaranty the obligation of any other Borrower;

(j) unsecured Contingent Obligations not otherwise included in subsections (a) through (i), not to exceed $25,000,000 in the aggregate; and

(k) other unsecured Contingent Obligations, not otherwise included in subsections (a) through (j), so long as Excess Availability at the time of and after giving pro forma effect thereto is at least $25,000,000.

Notwithstanding anything to the contrary contained herein, Borrowers shall not be permitted to guarantee the Parent Notes or any other Indebtedness incurred by Holdings that Holdings is expressly permitted to incur by the Parent Guarantee.

7.4 Prohibition of Fundamental Changes. Enter into any merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it, except (a) for the transactions otherwise permitted pursuant to clause (b) of Section 7.6, (b) any Subsidiary of American Tire may be merged with and into American Tire or any Borrower or a wholly owned Subsidiary of any Borrower, (c) any Subsidiary may otherwise be dissolved; provided that upon dissolution, the assets of such Subsidiary are transferred to any Borrower or

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one of American Tire’s wholly owned Domestic Subsidiaries (or, in the case of a dissolution of a Foreign Subsidiary, such assets are transferred to any Borrower or one of any Borrower’s wholly owned Subsidiaries) on the terms and subject to the conditions set forth in subsection 7.6(b) and (d) any Borrower may sell all, but not less than all, of the capital stock of any Subsidiary whose assets constitute less than 5% of the total assets of American Tire and its consolidated Subsidiaries on such date, provided that (I) both before and after giving pro forma effect to any proposed sale, no Default or Event of Default exists, and (II) the Excess Availability on the date of such proposed sale, after giving pro forma effect to such proposed sale, shall be at least $25,000,000, and (e) the Merger.

7.5 Prohibition on Sale of Assets. Convey, sell, lease (other than a sublease of real property), assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired, except:

(a) for sales or other dispositions of inventory in the ordinary course of business;

(b) that (1) any Subsidiary of American Tire may sell, lease, transfer, or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, and any Subsidiary of American Tire may merge with and into, American Tire or any other Borrower, and (2) any Borrower may sell or otherwise dispose of, or part with control of any or all of, the Capital Stock of any Subsidiary to any Borrower; provided that no such transaction may be effected if it would result in the transfer of any assets of, or any Capital Stock of, any Borrower or a Subsidiary to, or the merger with and into, another Subsidiary all of the Capital Stock of which owned by any Borrower or any Subsidiary has not been pledged to the Administrative Agent and which has not guaranteed the obligations of the Borrowers, for the benefit of the Lenders, under the Notes and this Agreement, and granted liens or security interests in favor of the Administrative Agent, for the benefit of the Lenders, to secure such guarantee, pursuant to a guarantee, security agreement and other documentation reasonably satisfactory to the Administrative Agent;

(c) leases of real property owned in fee;

(d) any condemnation or eminent domain proceedings affecting any real property;

(e) substantially like-kind exchanges of real property or equipment;

(f) for the sale or other disposition of any equipment that, in the reasonable judgment of American Tire has become uneconomic, obsolete or worn out;

(g) for the sale or other disposition of any other property (other than Collateral) not otherwise covered by subsection (a) through (f), if no Event of Default exists and so long as the proceeds arising from the sale or other disposition of such property are concurrently reinvested by the Borrowers and their Subsidiaries into their business for general working capital purposes; and

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(h) the turnover of past due receivables to a collection agency in the ordinary course of business of the Borrowers solely for collection purposes so long as no Event of Default exists and any proceeds thereof are applied to the Secured Obligations or otherwise reinvested in the business of the Borrowers in accordance with Section 6.10.

7.6 Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or make any other investment in (including, without limitation, any acquisition of all or any substantial portion of the assets, and any acquisition of a business or a product line, of other companies, other than the acquisition of inventory in the ordinary course of business), any Person, except as otherwise permitted in Section 7.9 and except:

(a) loans or advances, to the extent, in each case, the Indebtedness created thereby is permitted by subsection 7.1(d);

(b) (i) any Borrower may make investments in any Borrower (by way of capital contribution or otherwise), (ii) any Borrower and any Subsidiary may make investments in, or create, any wholly owned Domestic Subsidiary (by way of capital contribution or otherwise) or make investments permitted by subsection 7.6(b); provided that, in any such case, the requirements of Section 6.8 are satisfied, and (iii) any Borrower may make investments in, or create, any wholly owned Foreign Subsidiary (by way of capital contribution or otherwise) or make investments permitted by subsection 7.6(b); provided that (x) the requirements of Section 6.8 are satisfied and (y) the aggregate amount of all investments in such Foreign Subsidiaries shall not exceed (i) $5,000,000 (plus the sum of any amounts dividend or distributed by such Foreign Subsidiaries to any Borrower or any Domestic Subsidiary), minus (ii) the amount of any Indebtedness of any Foreign Subsidiary at any such time outstanding in accordance with subsections 7.1(d)(iii) or 7.3(c);

(c) the Borrowers may redeem or repurchase their Existing Notes in connection with the Debt Redemption;

(d) (i) the Borrowers may invest in, acquire and hold Cash Equivalents and Investment Grade Securities and (ii) make loans in connection with the sale of assets other than Collateral;

(e) the Borrowers may make payroll advances in the ordinary course of business;

(f) the Borrowers may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (f) shall prevent the Borrowers from offering such concessionary trade terms, or from receiving such investments, in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances);

(g) Borrowers may make (i) advances to employees in the ordinary course of business for business expenses and (ii) travel and entertainment advances and relocation and

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other loans to officers and employees of the Borrowers; provided that the aggregate principal amount of all such loans and advances outstanding at any one time, together with the guarantees of such loans and advances made pursuant to subsection 7.3(e), shall not exceed $500,000 at any one time outstanding;

(h) Borrowers may make expenditures to acquire all or a portion of the Capital Stock or assets of a Person organized under the laws of the United States of America or any state thereof so long as each of the following conditions are satisfied as determined by Administrative Agent:

(i) such Person is engaged primarily in (x) one or more businesses in which Borrowers are engaged or (y) one or more businesses reasonably related thereto;

(ii) if the Purchase Price of such acquisition exceeds the Combined Basket, Excess Availability at the time of such expenditure and after giving pro forma effect thereto is at least $25,000,000 and the Pro Forma Fixed Charge Coverage Ratio for the immediately preceding twelve Fiscal Months for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iii) if the Purchase Price of such acquisition is less than the Combined Basket, the Pro Forma Fixed Charge Coverage Ratio for the immediately preceding twelve Fiscal Months for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iv) the provisions of Section 6.8 are satisfied;

(v) the applicable Borrower has made available to the Administrative Agent, not later than 10 Business Days prior to the proposed date of such acquisition, copies of lien search results and copies of the acquisition documents (including a copy of the purchase and sale agreement with all schedules and exhibits thereto) and other due diligence information obtained or prepared by Borrowers and consistent with Borrowers’ past practice in connection with prior acquisitions;

(vi) the Administrative Agent shall have received evidence satisfactory to it that both before and after giving pro forma effect to such acquisition, such Borrower is solvent, having assets of a fair salable value which exceeds the amount required to pay its debts as they become absolute and matured (including contingent, subordinated, unmatured and unliquidated liabilities), and such Borrower is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged; and

(vii) no Default or Event of Default has occurred and is continuing or would result therefrom;

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(i) Borrowers may make investments in, or loans or investments to, joint ventures with other Persons organized under the laws of the United States of America or any state thereof so long as each of the following conditions are satisfied as determined by Administrative Agent:

(i) such joint venture is engaged primarily in (x) one or more businesses in which Borrowers are engaged or (y) one or more businesses reasonably related thereto;

(ii) if the amount of the investments or loans is equal to or less than the Combined Basket, the Fixed Charge Coverage Ratio for the Measurement Period as calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iii) if the amount of the investments or loans exceeds the Combined Basket, Excess Availability at the time of such expenditure and after giving pro forma effect thereto is at least $25,000,000 and the Fixed Charge Coverage Ratio for the Measurement Period as calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iv) the provisions of Section 6.8 are satisfied;

(v) the Administrative Agent shall have received evidence satisfactory to it that both before and after giving pro forma effect to such transaction, such Borrower is solvent, having assets of a fair salable value which exceeds the amount required to pay its debts as they become absolute and matured (including contingent, subordinated, unmatured and unliquidated liabilities), and such Borrower is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged; and

(vi) no Default or Event of Default has occurred and is continuing or would result therefrom;

(j) sales of inventory on credit in the ordinary course of business;

(k) shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured receivables in an aggregate face amount of such Receivables as to Borrowers at any time not to exceed $1,000,000;

(l) investments listed on Schedule 7.6(l); and

(m) Borrowers may repurchase or redeem the Senior Notes so long as the following conditions are satisfied as determined by Administrative Agent (each such acquisition and payments, collectively, a “Permitted Senior Notes Repurchase”):

(i) if the amount of the repurchase is equal to or less than the Combined Basket, the Fixed Charge Coverage Ratio for the Measurement Period as calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

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(ii) if the amount of the repurchase exceeds the Combined Basket, Excess Availability at the time of such repurchase and after giving pro forma effect thereto is at least $25,000,000 and the Fixed Charge Coverage Ratio for the Measurement Period as calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iii) no Event of Default exists or would result therefrom;

(iv) American Tire shall have given Administrative Agent at least 10 Business Days prior written notice of such Permitted Senior Notes Repurchase;

(v) simultaneously with any Permitted Senior Notes Repurchase, the acquired Senior Notes shall be cancelled;

(vi) both before and after giving pro forma effect to any Permitted Senior Notes Repurchase, each Borrower and each of its Subsidiaries is solvent, having assets of a fair salable value which exceeds the amount required to pay its debts as they become absolute and matured (including contingent, subordinated, unmatured and unliquidated liabilities), and each Borrower and each of its Subsidiaries is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged; and

(vii) on or immediately before the closing date of any Permitted Senior Notes Repurchase, American Tire shall have furnished to the Administrative Agent and the Lenders a certificate setting forth, in reasonable detail, its calculation of the amounts to be paid in cash in respect of principal of Senior Notes to be repurchased and the accrued and unpaid interest, premium, fees, expenses and commissions payable in connection with closing such Permitted Senior Notes Repurchase.

In connection with any merger (or other distribution of the assets) of a Subsidiary that is not a Borrower with and into (or to) a Borrower, or any acquisition, whether by purchase of stock, merger, or purchase of assets and whether in a single transaction or series of related transactions, by a Borrower, the Administrative Agent shall have the right to determine in its reasonable credit judgment which Inventory or Receivables so acquired shall be included in the Borrowing Base (subject to the provisions of the definitions “Borrowing Base,” “Eligible Tire Inventory,” “Eligible Non-Tire Inventory” and “Eligible Receivables” and any other provisions of this Agreement and the other Loan Documents applicable to the computation and reporting of the Borrowing Base). In connection with such determination, the Administrative Agent may obtain, at the Borrowers’ expense, such appraisals, commercial finance exams and other assessments of such Receivables and Inventory as it may reasonably deem desirable and all such appraisals, exams and other assessments shall be paid for by Borrowers and shall not be limited by or included in the number of appraisals and field exams reimbursable under Section 6.5(c).

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7.7 Hedging Agreements. Enter into, create, incur, assume or suffer to exist any Hedging Agreements or obligations in respect thereof except in the ordinary course of business for non-speculative purposes.

7.8 Fixed Charge Coverage Ratio. In the event that Excess Availability at any time falls below $25.0 million (the “Covenant Trigger”), then the Fixed Charge Coverage Ratio will be tested immediately (unless a Cure Period is then in effect) with reference to the applicable Measurement Period and will not be less than 1.0 to 1.0 (the “Covenant Test”); provided, however, that: if after the date of the Covenant Trigger, Borrowers are not in compliance with the Covenant Test, then so long as (i) Excess Availability each day during the Cure Period is above $15,000,000 and (ii) the Borrowers are and remain Current in their accounts payable, then the Borrowers will have a 30 day period, commencing on the Covenant Trigger date (the “Cure Period”) to cause Excess Availability to exceed $25,000,000 as of the last day of the Cure Period so that the Covenant Test does not apply or the Fixed Charge Coverage Ratio is above 1.0 to 1.0 based upon the most recent financial statements that have been received by Administrative Agent in accordance with Section 6.1(c), except that, (i) if Excess Availability is below $15,000,000 at any time after the date of the Covenant Trigger and during the Cure Period, the Borrowers shall not be entitled to any Cure Period, and (ii) in no event shall the Borrowers be entitled to more than one Cure Period during any period of 110 consecutive days.

For purposes of this section, the “Measurement Period” shall be defined as follows: (a) for the fourth Fiscal Month of Fiscal Year 2005 through and including the second Fiscal Month of Fiscal Year 2006, with respect to the period from and including the fourth Fiscal Month of Fiscal Year 2005 to and including such Fiscal Month, on a cumulative basis, and (b) for the third Fiscal Month of Fiscal Year 2006 and each Fiscal Month thereafter, on the immediately preceding twelve (12) Fiscal Months, in each case for which financial statements have been received by the Administrative Agent in accordance with Section 6.1(c).

7.9 Limitation on Dividends and Certain Other Payments. Declare any dividends on any shares of any class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of any class of Capital Stock, or any warrants or options to purchase such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of American Tire or any of its Subsidiaries; except that:

(a) Subsidiaries may pay dividends to any Borrower or to Domestic Subsidiaries of any Borrower which are directly or indirectly wholly owned by any Borrower (or, in case of Foreign Subsidiaries, to any Borrower or to Subsidiaries of any Borrower which are directly or indirectly wholly owned by any Borrower);

(b) American Tire and its Subsidiaries may pay or make dividends or distributions to any holder of its Capital Stock in the form of additional shares of Capital Stock of the same class and type;

(c) any Borrower may repurchase or provide the funds to Holdings to purchase shares of Capital Stock of Holdings owned by former, present or future employees of

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Holdings or American Tire or its Subsidiaries or their assigns, estates and heirs; provided that (1) the aggregate amount expended by the Borrowers pursuant to this clause (c) shall not in the aggregate exceed $3,000,000 in the aggregate during the term of this Agreement unless Excess Availability at the time of and after giving effect to such purchase is at least $25,000,000 (provided, that for purposes of the $3,000,000 limitation, any amounts received by the Borrowers for use as working capital in the business as a result of the resale of such repurchased shares of capital stock by the Borrowers shall be deemed to reinstate in equal amount the amount of the $3,000,000 limitation previously used); and (2) no Default or Event of Default has occurred and is continuing or would result therefrom;

(d) (i) any Borrower may make distributions directly or indirectly to Holdings to allow Holdings to pay its operating and administrative expenses in an amount not to exceed $2,000,000 per Fiscal Year and (ii) any Borrower or its Subsidiaries may make distributions directly or indirectly to Holdings in amounts equal to amounts required for Holdings to pay taxes to the extent Holdings is liable for such taxes and such taxes are attributable to the operations of American Tire and its Subsidiaries; provided, however, that the Borrowers shall not make any such tax distributions in excess of American Tire and its Subsidiaries stand alone tax liability in respect of such taxes;

(e) American Tire and its Subsidiaries may make any non-compete, bonus or “earn-out” payments payable to former stockholders of American Tire and its Subsidiaries pursuant to agreements in effect on the Closing Date;

(f) So long as no Event of Default exists or would result therefrom, Borrowers may make dividends to Holdings for the sole purpose of paying dividends with respect to the Series B Preferred Stock;

(g) Borrowers may make distributions to Holdings so that Holdings may repurchase or redeem the Series B Preferred Stock so long as the following conditions are satisfied as determined by Administrative Agent (each such payment, collectively, a “Permitted Series B Redemption”):

(i) if the amount of the repurchase is equal to or less than the Combined Basket, the Fixed Charge Coverage Ratio for the Measurement Period as calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(ii) if the amount of the repurchase exceeds the Combined Basket, Excess Availability at the time of such repurchase and after giving pro forma effect thereto is at least $25,000,000 and the Fixed Charge Coverage Ratio for the Measurement Period as calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iii) no Event of Default exists or would result therefrom;

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(iv) American Tire shall have given Administrative Agent at least 10 Business Days prior written notice of such Permitted Series B Redemption;

(v) simultaneously with any Permitted Series B Redemption, the acquired Series B Preferred Stock shall be cancelled;

(vi) both before and after giving pro forma effect to any Permitted Series B Redemption, each Borrower and each of its Subsidiaries is solvent, having assets of a fair salable value which exceeds the amount required to pay its debts as they become absolute and matured (including contingent, subordinated, unmatured and unliquidated liabilities), and each Borrower and each of its Subsidiaries is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged; and

(vii) on or immediately before the closing date of any Permitted Series B Redemption, American Tire shall have furnished to the Administrative Agent and the Lenders a certificate setting forth, in reasonable detail, its calculation of the amounts to be paid in cash in respect of the Series B Preferred Stock to be repurchased and the accrued and unpaid fees, expenses and commissions payable in connection with closing such Permitted Series B Redemption;

(h) so long as no Event of Default exists at the time or would result therefrom, American Tire may make distributions directly to Holdings to allow Holdings (i) to pay regularly scheduled installments of interest (including additional interest pursuant to the applicable registration rights agreement) that have accrued on the Parent Notes (or any refinancing of the Parent Notes to the extent permitted by Section 7.1(c) and the Parent Guarantee), (ii) to pay in April 2010 the mandatory principal redemption amount as referenced in the Parent Notes, (iii) to refinance the Parent Notes to the extent expressly permitted by the Parent Guarantee and Section 7.1(c) hereof, and (iv) to pay principal and interest on other unsecured Indebtedness incurred by Holdings to the extent that such Indebtedness is permitted by the Parent Guarantee;

(i) American Tire may make distributions directly to Holdings for payments expressly referenced and permitted under Section 11.16 hereof; and

(j) Subject to the conditions set forth below, Borrowers may make dividends to Holdings for the sole purpose of permitting Holdings to repurchase or redeem the Parent Notes so long as the following conditions are satisfied as determined by Administrative Agent (each such acquisition and payments, collectively, a “Permitted Parent Notes Redemption”):

(i) if the amount of the repurchase is equal to or less than the Combined Basket, the Fixed Charge Coverage Ratio for the Measurement Period calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(ii) if the amount of the repurchase exceeds the Combined Basket, Excess Availability at the time of such repurchase and after giving pro forma effect thereto is at least $25,000,000 and the Fixed Charge Coverage Ratio for the Measurement

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Period calculated at the end of the most recent Fiscal Month for which financial statements have been received by Administrative Agent in accordance with Section 6.1(c) is at least 1.0 to 1.0;

(iii) no Event of Default exists or would result therefrom;

(iv) American Tire and Holdings shall have given Administrative Agent at least 10 Business Days prior written notice of such Permitted Parent Notes Redemption;

(v) Simultaneously with any Permitted Parent Notes Redemption, the acquired Parent Notes shall be cancelled;

(vi) both before and after giving pro forma effect to any Permitted Parent Notes Redemption, Holdings and each Borrower and each of their respective Subsidiaries is solvent, having assets of a fair salable value which exceeds the amount required to pay its debts as they become absolute and matured (including contingent, subordinated, unmatured and unliquidated liabilities), and Holdings and each Borrower and each of their respective Subsidiaries is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged; and

(vii) on or immediately before the closing date of any Permitted Parent Notes Redemption, Holdings and American Tire shall have furnished to the Administrative Agent and the Lenders a certificate setting forth, in reasonable detail, their calculation of the amounts to be paid in cash in respect of principal of Parent Notes to be repurchased and the accrued and unpaid interest, premium, fees, expenses and commissions payable in connection with closing such Permitted Parent Notes Redemption.

(k) so long as no Event of Default exists at the time or would result therefrom, the Borrowers may make distributions to Holdings for payments pursuant to the buy back of up to 35% of the Parent Notes from proceeds of an equity offering as permitted by the Parent Note Indenture or with proceeds of equity.

7.10 Transactions with Affiliates. Except as described on Schedule 7.10, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate except for transactions which are otherwise permitted under this Agreement and which are in the ordinary course of the Borrowers’ or a Subsidiary’s business and which are upon fair and reasonable terms no less favorable to the Borrowers or such Subsidiary than it would obtain in a hypothetical comparable arm’s length transaction with a Person not an Affiliate; provided that nothing in this Section 7.10 shall prohibit American Tire or its Subsidiaries from engaging in the following transactions: (x) the performance of American Tire’s or any Subsidiary’s obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business, (y) the payment of compensation to employees, officers, directors or consultants in the ordinary

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course of business, (z) the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans, in each case, in the ordinary course of business, (aa) so long as no Event of Default exists or would result therefrom, and each of the conditions referenced herein are satisfied, the creation by Holdings of a 100% wholly-owned Subsidiary of Holdings (“Holdco”) to directly own 100% of the capital stock of American Tire so long as concurrently therewith Holdco executes and delivers to Administrative Agent a duly executed pledge agreement and Guarantee identical to the Parent Pledge Agreement and Parent Guarantee, and such other agreements, documents and instruments as Administrative Agent may request, or (bb) the unsecured guaranty by Holdings of the Senior Notes.

7.11 Limitation on Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which American Tire or any Subsidiary is engaged on the date of this Agreement (or which are related thereto).

7.12 Amendments to Certain Documents. Amend, modify, waive or terminate any provisions of the Merger Agreement, the Senior Note Indentures, the Senior Notes, the Parent Notes, the Parent Note Documents, the existing security agreements between American Tire and the Existing Subordinated Vendors, or any future security agreements between American Tire and its Subsidiaries and any holder of a Subordinated Vendor Lien, in each case, in a manner which is materially adverse to the Lenders, without the consent of the Administrative Agent and the Required Lenders, which consent shall not be unreasonably withheld, or amend any of the organizational documents of Holdings or any Borrower so as to change the name or state of organization of such Person, without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed.

7.13 Limitation on Prepayments and Amendments of Certain Indebtedness.

(a) Optionally prepay, retire, redeem, purchase, defease or exchange, or make or arrange for any mandatory prepayment, retirement, redemption, purchase or defeasance of any Subordinated Indebtedness or the Senior Notes (other than pursuant to Sections 7.1(c) and 7.6(m)), the Series B Preferred Stock (other than pursuant to Section 7.9(g)), except for (1) the buy-back of up to 35% of the Senior Notes from proceeds of an equity offering as permitted by the Senior Note Indentures, or (2) with proceeds of equity; or

(b) waive, amend, supplement, modify, terminate or release any of the provisions with respect to any Subordinated Indebtedness, the Senior Notes or the Parent Notes without the prior consent of the Administrative Agent, to the extent that any such waiver, amendment, supplement, modification, termination or release would be materially adverse to the Lenders.

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SECTION 8. EVENTS OF DEFAULT

8.1 Events of Default. Each of the following events shall constitute an “Event of Default” hereunder:

(a) The Borrowers shall fail to (i) pay any principal of any Loan or Note when due in accordance with the terms hereof or thereof or (ii) pay any interest on any Loan or Note when due in accordance with the terms thereof or hereof or (iii) pay any other amount payable hereunder within ten days after any such other amount becomes due in accordance with the terms thereof or hereof, after written notice thereof has been given to American Tire by the Administrative Agent; or

(b) Any representation or warranty made or deemed made by any Credit Party in any Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c) (i) American Tire or its Subsidiaries shall default in the observance or performance of any agreement contained in Section 6.5, Section 6.8 or Section 6.10 or Sections 7.1 through 7.13 of this Agreement, and the Administrative Agent shall have delivered to American Tire written notice of such defaults (and if with respect to Section 7.8, the Cure Period to the extent applicable, shall have expired); or (ii) American Tire or its Subsidiaries shall default in the observance or performance of any agreement contained in Section 6.9 and the Administrative Agent shall have given written notice of such default under Section 6.9 to American Tire and American Tire shall not have cured such breach within two (2) Business Days after American Tire’s receipt of such notice (provided, that Borrowers may only have two cure periods under this clause (ii) in any Fiscal Year); or

(d) Any Credit Party shall default in the observance or performance of any other agreement contained in any Loan Document and such default shall continue unremedied for a period of 30 days after written notice thereof has been given to the Borrowers by the Administrative Agent; or

(e) American Tire or any of its Subsidiaries or Holdings shall (i) default in any payment of principal of or interest on or other amounts in respect of any Indebtedness involving an amount in excess of $7,500,000 (other than the Loans, the L/C Obligations and any inter-company debt) or Interest Rate Agreement or in the payment of any Contingent Obligation, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness, Interest Rate Agreement or Contingent Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness, Interest Rate Agreement or Contingent Obligation involving an amount in excess of $7,500,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness, the party or parties to such Interest Rate Agreements or beneficiary or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity, any applicable grace period having expired, such Interest Rate Agreement to be terminated any applicable grace period having expired or such Contingent Obligation to become payable, any applicable grace period having expired; in each case; or

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(f) (i) American Tire or any of its Subsidiaries or Holdings shall commence any case, proceeding or other action (a) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or American Tire or any of its Subsidiaries or Holdings shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against American Tire or any of its Subsidiaries or Holdings any case, proceeding or other action of a nature referred to in clause (i) above which (a) results in the entry of an order for relief or any such adjudication or appointment or (b) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against American Tire or any of its Subsidiaries or Holdings any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) American Tire or any of its Subsidiaries or Holdings shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or (v) American Tire or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that could reasonably be expected to result in a liability to American Tire in excess of $2,500,000 (ii) any “accumulated funding deficiency” (as defined in Section 412 of the Code and Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrowers or any Commonly Controlled Entity that could reasonably be expected to result in a liability to any Borrower or any Commonly Controlled Entity in excess of 1,000,000, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in a liability to any Borrower or any Commonly Controlled Entity in excess of $2,500,000, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA that could reasonably be expected to result in a liability to any Borrower or any Commonly Controlled Entity in excess of $2,500,000, (v) any Borrower or any Commonly Controlled Entity shall incur a liability in excess of $2,500,000 in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other events or conditions shall occur or exist with respect to a Plan, and such event or condition, together with all other such events or conditions, relating to a Plan, if any, would be reasonably likely to subject American Tire or any of its Subsidiaries to any tax, penalty or other liabilities in the aggregate resulting in a Material Adverse Effect; or

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(h) One or more judgments or decrees shall be entered against American Tire or any of its Subsidiaries or Holdings involving in the aggregate a liability (to the extent not paid or to the extent not covered by insurance or indemnities to the extent American Tire, in its reasonable good faith judgment, believes that such judgment or decree will be paid when due by the parties providing such indemnities) of $1,000,000 or more and all such judgments or decrees shall continue undischarged or unstayed for 20 days; or

(i) Any Loan Document shall cease, for any reason, to be in full force and effect or any Credit Party or any of its Subsidiaries shall so assert in writing, or any Security Agreement shall cease to be effective to grant a perfected Lien on the collateral described therein with the priority purported to be created thereby (other than as a result of any action or inaction on the part of the Administrative Agent or the Lenders), subject to such exceptions as may be permitted therein or herein; or

(j) There shall have occurred a Change of Control; or

(k) Holdings shall at any time engage in any business, other than (i) the Transactions and such other transactions as are expressly permitted by the Parent Guarantee, and (ii) the ownership of the Capital Stock of American Tire, and businesses incidental thereto.

8.2 Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default:

(i) if such event is an Event of Default specified in clause (i) or (ii) of Section 8.1 (f) above, automatically (A) the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes shall immediately become due and payable, and (B) all obligations of Borrowers in respect of the Letters of Credit, although contingent and unmatured, shall become immediately due and payable and the Issuing Lenders’ obligations to issue the Letters of Credit shall immediately terminate; and

(ii) if such event is any other Event of Default, so long as any such Event of Default shall be continuing, either or both of the following actions may be taken: (A) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to American Tire, declare the Commitments and the Issuing Lenders’ obligations to issue the Letters of Credit to be terminated forthwith, whereupon the Commitments and such obligations shall immediately terminate and (B) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice of default to American Tire, (1) declare all or a portion of the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable and (2) declare all or a portion of the obligations of the Borrowers in respect of the Letters of Credit, although contingent and unmatured, to be due and payable forthwith, whereupon the same shall immediately become due and payable and/or demand that the Borrowers discharge any or all of the

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obligations supported by the Letters of Credit by paying or prepaying any amount due or to become due in respect of such obligations. All payments under this Section 8 on account of undrawn Letters of Credit shall be made by the Borrowers directly to a cash collateral account established by the Administrative Agent for such purpose for application to the Borrowers’ reimbursement obligations under Section 2.8 as drafts are presented under the Letters of Credit, with the balance, if any, to be applied to the Borrowers’ obligations under this Agreement and the Notes as the Administrative Agent shall determine with the approval of the Required Lenders. Except as expressly provided above in this Section 8, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

(b) If any Event of Default shall have occurred, and during the continuance of any Event of Default, the Administrative Agent may, and at the direction of the Required Lenders in their sole and absolute discretion shall, in addition to the rights under Section 8.2(a) do any of the following:

(i) notify, or request the Borrowers to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables to make payment to the Administrative Agent, for the benefit of the Secured Parties, or any agent or designee of the Administrative Agent, at such address as may be specified by the Administrative Agent and if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments to the Borrowers, the Borrowers shall hold all such payments received in trust for the Administrative Agent, for the account of the Secured Parties, without commingling the same with other funds or property of, or held by, the Borrowers, and shall deliver the same to the Administrative Agent or any such agent or designee of the Administrative Agent immediately upon receipt by the Borrowers in the identical form received, together with any necessary endorsements;

(ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables for amounts and on terms which the Administrative Agent considers advisable and in all such cases only the net amounts received by the Administrative Agent, for the account of the Secured Parties, in payment of such amounts, after deductions of costs and attorneys’ fees, shall constitute Collateral and the Borrowers shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise;

(iii) enter upon any premises in which Inventory may be located and, without resistance or interference by the Borrowers, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Administrative Agent shall choose, without being liable to the Borrowers on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Administrative Agent shall act reasonably and in good faith;

(iv) require the Borrowers to and the Borrowers shall, without charge to the Administrative Agent or any Lender, assemble the Inventory and maintain or deliver it into the possession of the Administrative Agent or any agent or representative

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of the Administrative Agent at such place or places as the Administrative Agent may designate and as are reasonably convenient to both the Administrative Agent and the applicable Borrower;

(v) at the expense of the Borrowers, cause any of the Inventory to be placed in a public or field warehouse, and the Administrative Agent shall not be liable to the Borrowers on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Administrative Agent shall act reasonably and in good faith;

(vi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrowers’ premises and, without breach of the peace, until the Administrative Agent, on behalf of the Secured Parties, completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrowers’ equipment, for the purpose of (A) completing any work in process, preparing any Inventory for disposition and disposing thereof, and (B) collecting any Receivable, and the Administrative Agent for the benefit of the Secured Parties is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Proprietary Rights in connection with the foregoing, and the rights of the Borrowers under all licenses, sublicenses and franchise agreements shall inure to the Administrative Agent for the benefit of the Secured Parties (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby);

(vii) exercise any and all of its rights under any and all of the Loan Documents;

(viii) apply any Collateral consisting of cash to the payment of the Secured Obligations in any order in which the Administrative Agent, on behalf of the Secured Parties, may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Loan Documents;

(ix) establish or cause to be established one or more Lockboxes or other arrangement for the deposit of proceeds of Receivables, and, in such case, the Borrowers shall cause to be forwarded to the Administrative Agent at the Administrative Agent’s office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such Lockboxes, together with collection reports in form and substance satisfactory to the Administrative Agent; and

(x) exercise all of the rights and remedies of a secured party under the UCC and under any other applicable law, including the right, without notice except as specified below and with or without taking possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Administrative Agent, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice of sale shall be required by

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law, at least 10 days’ notice to the Borrowers of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in any other reasonable manner or at any other reasonable time shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

SECTION 9. SECURITY INTEREST

9.1 Priority of Security Interest.

(a) American Tire, Speed Merchant, Haas Holding, Haas Tire, Texas Holdings, Big State and Target each hereby confirms the mortgage, pledge and assignment to the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, under the Existing Loan Agreement and the other Loan Documents of the Collateral and the creation in favor of the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, under the Existing Loan Agreement and the other Loan Documents of a continuing security interest in the Collateral, all as security for the Secured Obligations, and each Borrower hereby mortgages, pledges and assigns all of the Collateral to the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, and grants to the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, a continuing security interest in, and a continuing Lien upon, all of the Collateral as security for the payment, observance and performance of the Secured Obligations.

(b) As additional security for all of the Secured Obligations, the Borrowers grant to the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, a security interest in, and assigns to the Administrative Agent, for the benefit of itself as Administrative Agent and the other Secured Parties, all of the Borrowers’ right, title and interest in and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to a Borrower under this Agreement, or credited by or due from any participant of any Lender to a Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Borrower hereby authorizes each Lender and each Affiliate of such Lender and each participant to pay or deliver to the Administrative Agent, for the account of the Lenders, without any necessity on the Administrative Agent’s or any Lender’s part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the event that the Administrative Agent, on behalf of the Lenders, should make demand for payment hereunder in accordance with the terms hereof, then and without further notice to any Borrower (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the rights given the Administrative Agent, the Lenders, their Affiliates and participants hereunder are cumulative with such Person’s other rights and remedies, including other rights of set-off. The Administrative Agent will promptly notify the Borrowers

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of its receipt of any such funds for application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Administrative Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, and each Borrower hereby irrevocably appoints the Administrative Agent as its attorney to collect any and all such deposits or other sums to the extent any such payment is not made to the Administrative Agent or any Lender by such Lender, Affiliate or participant.

9.2 Continued Priority of Security Interest.

(a) The Security Interest granted by the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral (i) except as permitted by Section 7.2, shall not at any time be subject to any Liens that are prior to the Security Interest and (ii) except as permitted by Section 7.2, shall not at any time be subject to any other Liens.

(b) The Borrowers shall, at their sole cost and expense, take all action that may be necessary or desirable, or that the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of subsection 9.1(a), or to enable the Administrative Agent and the Lenders to exercise or enforce their rights hereunder, including:

(i) paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens,

(ii) obtaining, after the Closing Date, landlords’, mortgagees’, bailees’, warehousemen’s or processors’ releases, subordinations or waivers (except as to premises reflected in the Rent Reserve or other adjustments to the Borrowing Base), and using all reasonable efforts to obtain mechanics’ releases, subordinations or waivers,

(iii) if requested by Administrative Agent and if any amounts payable under or in connection with any of the Collateral having a face value in excess of $1,000,000 in the aggregate at any time outstanding shall be or become evidenced by an Instrument or Chattel Paper, delivering to the Administrative Agent, for the benefit of the Secured Parties, such Instruments or Chattel Paper, endorsed or accompanied by such instruments of assignment as the Administrative Agent may specify, and

(iv) executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments in each case in form and substance reasonably satisfactory to the Administrative Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.

(c) The Administrative Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto in the name of a Borrower for any

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purpose described in subsection 9.2(b). The Administrative Agent will give the Borrowers notice of the filing of any such statements or amendments, which notice shall specify the locations where such statements or amendments were filed. A carbon, photographic, xerographic or other reproduction of this Agreement or of any of the Security Agreements or of any financing statement filed in connection with this Agreement is sufficient as a financing statement.

(d) At the Administrative Agent’s request, each Borrower shall mark its books and records as directed by the Administrative Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.

SECTION 10. THE ADMINISTRATIVE AGENT; THE CO-SYNDICATION AGENTS; THE

DOCUMENTATION AGENT; AND THE ISSUING LENDERS

10.1 Appointment. Each Lender hereby irrevocably designates and appoints Bank of America, N.A. as the Administrative Agent, Wachovia Bank, National Association and General Electric Capital Corporation as the Co-Syndication Agents and The CIT Group/Business Credit, Inc. as Documentation Agent under this Agreement and irrevocably authorizes Bank of America, N.A. as Administrative Agent, Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Syndication Agents and The CIT Group/Business Credit, Inc. as Documentation Agent for such Lender to take such action on its behalf under the provisions of the Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent, the Co-Syndication Agents or the Documentation Agent by the terms of the Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Loan Documents, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent.

10.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and each of the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care, except as otherwise provided in Section 10.3. The Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Administrative Agent for the purposes of perfecting security interests and liens in Collateral held by such Lender.

10.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any Lender (or any of Lender’s participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Loan Documents (except for its or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any Lender (or any

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Lender’s participants) for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in the Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, the Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Loan Documents or any Collateral or the Security Interest or other Lien or other interest therein or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Loan Document, or to inspect the properties, books or records of any Credit Party.

10.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, entries maintained in the Register, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Loan Document in accordance with a request of the Required Lenders (unless a higher percentage of Lenders is expressly required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes.

10.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrowers or any other Credit Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall promptly give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

10.6 Non-Reliance on Administrative Agent, Co-Syndication Agents, Documentation Agent and Other Lenders. Each Lender expressly acknowledges that none of the Administrative Agent, the Co-Syndication Agents, or the Documentation Agent nor any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or

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warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Co-Syndication Agents, the Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Co-Syndication Agents, the Documentation Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

10.7 Indemnification.

(a) The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to the respective amounts of their respective Commitments (or, to the extent such Commitments have been terminated, according to the respective outstanding principal amounts of the Loans and the L/C Obligations and the respective obligations, whether as Issuing Lender or a Participating Lender, under the Letters of Credit), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section 10.7 shall survive the repayment of the Loans and all other amounts payable hereunder.

(b) Without limiting the generality of the foregoing provisions of this Section 10.7, if the Administrative Agent should be sued by any receiver, trustee in bankruptcy, debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received or alleged to have been received from the Borrowers, any Subsidiary or any other Person as the result of any transaction under the Loan Documents, then any monies paid by the

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Administrative Agent in settlement or satisfaction of such suit, together with all costs and expenses (including attorneys’ fees and expenses) incurred by Administrative Agent in the defense of same, shall be promptly reimbursed to the Administrative Agent by the Lenders to the extent of each Lender’s Proportionate Share.

(c) Further, without limiting the generality of the foregoing provisions of this Section 10.7, if at any time (whether prior to or after the Termination Date) any action or proceeding shall be brought against the Administrative Agent by the Borrowers, any Subsidiary, or by any other Person claiming by, through or under the Borrowers or any Subsidiary, to recover damages for any action taken or omitted by the Administrative Agent under any of the Loan Documents or in the performance of any rights, powers or remedies of the Administrative Agent against the Borrowers, any Account Debtor, any Subsidiary, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction between the Administrative Agent and the Borrowers, any Subsidiary or any other Person under or in relation to any of the Loan Documents, the Lenders agree to indemnify and hold the Administrative Agent harmless with respect thereto and to pay to Administrative Agent their respective Proportionate Shares of such amount as the Administrative Agent shall be required to pay by reason of a judgment, decree or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Administrative Agent, including all interest and costs assessed against the Administrative Agent in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Administrative Agent in connection therewith; provided, however, that no Lender shall be liable to the Administrative Agent for any of the foregoing to the extent that they arise from the willful misconduct or gross negligence of the Administrative Agent. In the Administrative Agent’s discretion, the Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

10.8 The Administrative Agent in its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Holdings and its Subsidiaries as though the Administrative Agent were not the Administrative Agent hereunder. With respect to its Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have the same rights and powers, duties and liabilities under the Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

10.9 Successor Administrative Agent.

(a) The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under the Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders which successor agent shall, so long as no Event of Default has occurred and is continuing, be approved by the Borrowers, which shall not unreasonably withhold their approval, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative

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Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents.

(b) It is intended that there shall be no violation of any applicable law denying or restricting the right of financial institutions to transact business as agent in any jurisdiction. It is recognized that, in case of litigation under any of the Loan Documents, or in case the Administrative Agent deems that by reason of present or future laws of any jurisdiction the Administrative Agent might be prohibited from or restricted in exercising any of the powers, rights or remedies granted to the Administrative Agent or the Lenders hereunder or under any of the Loan Documents or from holding title to or a Lien upon any Collateral or from taking any other action which may be necessary or desirable hereunder or under any of the Loan Documents, the Administrative Agent may appoint an additional individual or institution as a separate collateral agent or co-collateral agent which is not so prohibited from or restricted in taking any of such actions or exercising any of such powers, rights or remedies. If the Administrative Agent shall appoint an additional individual or institution as a separate collateral agent or co-collateral agent as provided above, each and every remedy, power, right, claim, demand or cause of action intended by any of the Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect thereto shall be exercisable by and vested in such separate collateral agent or co-collateral agent, but only to the extent necessary to enable such separate collateral agent or co-collateral agent to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate collateral agent or co-collateral agent shall run to and be enforceable by either of them. Should any instrument from the Lenders be required by the separate collateral agent or co-collateral agent so appointed by Administrative Agent in order more fully and certainly to vest in and confirm to him or it such rights, powers, duties and obligations, including without limitation indemnification of such collateral agent or co-collateral agent, any and all of such instruments shall, on request, be executed, acknowledged and delivered by the Lenders. In case any separate collateral agent or co-collateral agent, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, duties and obligations of such separate collateral agent or co-collateral agent, so far as permitted by applicable law, shall vest in and be exercised by the Administrative Agent until the appointment of a new collateral agent or successor to such separate collateral agent or co-collateral agent.

10.10 Notices from Administrative Agent to Lenders; Notices from Lenders to Administrative Agent. The Administrative Agent shall promptly, upon receipt thereof, forward to each Lender copies of any updated Schedules and of any written notices, reports or other information supplied to it by the Borrowers or any Subsidiary (but which such Person is not required to supply directly to the Lenders). Except to the extent expressly provided in this Agreement or in the other Loan Documents, the Administrative Agent shall not be obligated to deliver or disclose to any Lender any of the Administrative Agent’s internal reports, analysis or investigation or any records or other information in its possession relating to the Borrowers or any of the Subsidiaries or the Affiliates of the Borrowers. Each Lender shall notify the Administrative Agent if such Lender or any of its affiliates enters into a Hedging Agreement

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with any Borrower within five Business Days after consummation of such transaction, and shall provide such information as the Administrative Agent may request regarding such Hedging Agreement, including a mark to market value on each such hedging arrangement, at such frequency as the Administrative Agent may request.

10.11 Declaring Events of Default. Upon the occurrence of a Default, the Administrative Agent may, and at the direction of the Required Lenders shall, give such notice or take such other action as may be required hereunder to declare an Event of Default.

10.12 Issuing Lender as Issuer of Letters of Credit. Each Revolving Credit Lender hereby acknowledges that the provisions of this Section 10 shall apply to the Issuing Lenders, in their capacities as issuers of the Letters of Credit, in the same manner as such provisions are expressly stated to apply to the Administrative Agent, except that obligations to indemnify the Issuing Lenders shall be Ratable among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (or, if the Revolving Credit Commitments have been terminated, the outstanding principal amount of their respective Revolving Credit Loans and L/C Obligations and their respective participating interests in the outstanding Letters of Credit).

10.13 Co-Syndication Agents and Documentation Agent. For avoidance of doubt, it is expressly acknowledged and agreed by the Administrative Agent and each Lender for the benefit of each of the Co-Syndication Agents and the Documentation Agent that, other than any rights or obligations explicitly reserved to or imposed upon the Co-Syndication Agents or the Documentation Agent under this Agreement, neither of the Co-Syndication Agents nor the Documentation Agent, in such capacities, has any rights or obligations hereunder nor shall either Co-Syndication Agent or the Documentation Agent, in such capacities, be responsible or accountable to any other party hereto for any action or failure to act hereunder, other than in connection with such explicitly reserved rights or such obligations and then only for claims, damages, losses (other than consequential losses) and other liabilities arising out of such Person’s own gross negligence or willful misconduct.

10.14 No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants, transferees or assignees, may rely on Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s, transferee’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Borrower, its Affiliates or its agents, the Loan Documents or the transactions hereunder: (i) any identity verification procedures, (ii) any recordkeeping, (iii) any comparisons with government lists, (iv) any customer notices or (v) any other procedures required under the CIP Regulations or such other laws.

10.15 USA Patriot Act. Each Lender or transferee, participant or assignee of a Lender that is not incorporated under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and

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(ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (i) within 10 days prior to the Closing Date and (2) at such other times as are required under the USA Patriot Act.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Except as otherwise expressly set forth in this Agreement, no Loan Document nor any terms thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section 11.1. With the written consent of the Required Lenders, the Administrative Agent and the respective Credit Parties or their Subsidiaries may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to any Loan Document to which they are parties or changing in any manner the rights of the Lenders or of any such Credit Party or its Subsidiaries thereunder or waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of any such Loan Document or any Default or Event of Default and its consequences; provided that:

(a) no such waiver and no such amendment, supplement or modification shall release Collateral not required or permitted by any Loan Document to be released and which, in the aggregate with all other Collateral released pursuant to this clause (a) (other than Collateral released pursuant to the proviso to this clause (a)) during the calendar year in which such proposed release would be effected and the immediately preceding calendar year, has fair market value on the proposed date of release in excess of 20% of the fair market value of all Collateral (including any Guarantee) on such date without the written consent of all Lenders; provided that, notwithstanding the foregoing, this clause (a) shall not be applicable to and no consent shall be required for (i) releases of Collateral in connection with any dispositions permitted by Sections 7.4 and 7.5, or (ii) upon the reincorporation of any Borrower or any Subsidiary in a new jurisdiction or the creation of a new Subsidiary of any Borrower, any release of Collateral in connection with the transfer of such released Collateral to such reincorporated entity or new Subsidiary in compliance with Section 7.6; provided that the Administrative Agent, in its sole discretion, determines that such release and transfer, together with any grant and perfection of a new Lien therein in favor of the Administrative Agent, will cause no material impairment of the value of the Collateral taken as a whole, after giving effect to such release and transfer;

(b) no such waiver and no such amendment, supplement or modification shall extend the final maturity date of any Loan or the scheduled payment date of any installment of any Loan, or reduce the rate or extend the time of payment of interest thereon, or change the method of calculating interest thereon, or reduce or extend the time of payment of any fee payable to the Lenders hereunder, or reduce the principal amount thereof, or change the amount of any Lender’s Commitment or Commitment Percentage, or amend, modify or waive any provision of subsection 3.9(b) or this Section 11.1 or reduce the percentage specified in the definition of Required Lenders or reduce the percentage specified in the definition of Supermajority Lenders or consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Loan Document, in each case, without the prior written consent of each Lender directly affected thereby;

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(c) no such waiver and no such amendment, supplement or modification affecting the then Administrative Agent, Co-Syndication Agents, the Documentation Agent or an Issuing Lender shall amend, modify or waive any provision of Section 10 without the written consent of such Administrative Agent, Co-Syndication Agents, Documentation Agent or such Issuing Lender;

(d) no such waiver and no such amendment, supplement or modification shall amend, modify or waive any provision of Section 11.8 without the written consent of each affected Lender;

(e) the consent of every Lender shall be required for any increase in the percentages set forth in the following definitions “Borrowing Base”, “NOLV Percentage”, “Eligible Tire Inventory”, “Eligible Non-Tire Inventory”, “Eligible Receivable”, and “Eligible Subordinated Vendor Inventory”;

(f) the consent of the Administrative Agent and the Supermajority Lenders shall be required with respect to any material change to the definition of “Borrowing Base” or the terms used therein;

(g) the consent of every Lender shall be required to subordinate the payment or performance of the Loans to any other Indebtedness or to subordinate the Lien of the Administrative Agent in the Collateral to any other Lien in favor of another Person;

(h) the consent of every Lender shall be required to change the definition of “Secured Obligations;” and

(i) If, in connection with any proposed amendment, consent or waiver requiring the consent of the Supermajority Lenders or the consent of all Lenders, and the consent of the Required Lenders is obtained, but the consent of one or more Lenders is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as the Administrative Agent is not a Non-Consenting Lender, at the Borrowers’ request, the Administrative Agent or an Eligible Assignee shall have the right (but not the obligation) with the Administrative Agent’s approval, to purchase from any Non-Consenting Lender, and each Non-Consenting Lender agrees that it shall sell, all of such Non-Consenting Lender’s Commitment for an amount equal to the outstanding principal balance of such Non-Consenting Lender’s Loans and all accrued interest and fees with respect thereto through the date of sale pursuant to an Assignment and Acceptance, without premium or discount.

Any such waiver and any such amendment, supplement or modification described in this Section 11.1 shall apply equally to each of the Lenders and shall be binding upon each Credit Party and its Subsidiaries, the Lenders, the Administrative Agent and the Issuing Lenders and all future holders of the Notes and the Loans. Any extension of a Letter of Credit by the Issuing Lenders shall be treated hereunder as a new Letter of Credit. In the case of any waiver, the Credit Parties, the Lenders, the Administrative Agent and Issuing Lenders shall be restored to their former position and rights hereunder and under the outstanding Notes, and any Default or

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Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

11.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or telex, if one is listed), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent, confirmation of receipt received, or, in the case of telex notice, when sent, answerback received, addressed as follows in the case of the Borrowers, the Administrative Agent, and as set forth in Schedule I in the case of any Lender, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:

The Borrowers:	American Tire Distributors, Inc.
	12200 Herbert Wayne Court
	Suite 150
	Huntersville, North Carolina 28078
	Attention: Scott Deininger
	Facsimile No.: (704) 992-1451
With a copy to:	Gibson, Dunn & Crutcher LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Janet Vance, Esq.
	Telecopy: (212) 351-4035
The Administrative Agent
and Swing Line Lender:	Bank of America, N.A.
	300 Galleria Parkway
	Suite 800
	Atlanta, Georgia 30339
	Attention: Senior Portfolio Manager
	Telecopy: (770) 857-2947
With a copy to:	Parker, Hudson, Rainer & Dobbs LLP
	1500 Marquis Two Tower
	285 Peachtree Center Avenue, N.E.
	Atlanta, Georgia 30303
	Attention: C. Edward Dobbs, Esq.
	Facsimile No.: (404) 522-8409

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to Sections 2.4, 2.5, 3.1, 3.2, 3.3 and 3.4 shall not be effective until received and; provided, further, that the failure to provide the copies of notices to the Borrowers provided for in this Section 11.2 shall not result in any liability to the Administrative Agent.

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11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4 Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the Letters of Credit and the Notes.

11.5 Expenses. The Borrowers agree, jointly and severally, to pay or reimburse on demand all costs and expenses reasonably (other than pursuant to subsection (b) below as to which such requirement shall not apply) incurred

(a) by or on behalf of the Administrative Agent, including the reasonable fees and disbursements of counsel, in connection with

(i) the negotiation, preparation, execution, delivery, administration, enforcement and termination of this Agreement and each of the other Loan Documents, whenever the same shall be executed and delivered, including

(A) reasonable out-of-pocket costs and expenses incurred in connection with the administration and interpretation of this Agreement and the other Loan Documents;

(B) reasonable costs and expenses of appraisals of the Collateral (subject to Section 6.5(c) and Section 7.6 hereof);

(C) the costs and expenses of lien searches; and

(D) taxes, fees and other charges for filing of financing statements and continuations and the costs and expenses of taking other actions to perfect, protect, and continue the Security Interests;

(ii) the preparation, execution and delivery of any waiver, amendment, supplement or consent by the Administrative Agent and the Lenders relating to this Agreement or any of the Loan Documents;

(iii) sums paid or incurred to pay any amount or take any action required of the Borrowers under the Loan Documents that the Borrowers fail to pay or take;

(iv) costs of inspections and verifications of the Collateral, including standard per diem fees charged by the Administrative Agent or the Lenders, travel, lodging, and meals for inspections of the Collateral and the Borrowers’

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operations and books and records by the Administrative Agent’s and/or the Lenders’ agents, subject to the provisions of Section 6.5(c) and Section 7.6 hereof;

(v) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining each Controlled Disbursement Account, Agency Account and Lockbox; and

(vi) costs and expenses of preserving and protecting the Collateral; and

(b) by or on behalf of the Administrative Agent or any Lender in connection with

(i) consulting, after the occurrence of a Default, with one or more Persons, including appraisers, accountants and lawyers, concerning the value of any Collateral for the Secured Obligations or related to the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any of the Loan Documents, including any review of factual matters in connection therewith, which expenses shall include the fees and disbursements of such Persons; and

(ii) costs and expenses paid or incurred to obtain payment of the Secured Obligations, enforce the Security Interests, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to prosecute or defend any claim in any way arising out of, related to or connected with, this Agreement or any of the Loan Documents, which expenses shall include the reasonable fees and disbursements of counsel and of experts and other consultants retained by the Administrative Agent or any Lender.

The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrowers. The Borrowers hereby authorize the Administrative Agent and the Lenders to debit the Borrowers’ Loan Accounts (by increasing the principal amount of the Loans) in the amount of any such costs and expenses owed by the Borrowers when due.

11.6 Stamp and Other Taxes. The Borrowers will pay any and all stamp, registration, recordation and similar taxes, fees or charges and shall indemnify and defend the Administrative Agent and the Lenders against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay any such taxes, fees or charges, which may be payable or determined to be payable in connection with the execution, delivery, performance or enforcement of this Agreement and any of the Loan Documents or the perfection of any rights or security interest thereunder, including the Security Interest.

11.7 Indemnification. The Borrowers agree to reimburse the Administrative Agent, the Co-Syndication Agents, the Documentation Agent and the Lenders (each an “Indemnitee”) for all costs and expenses provided in Sections 11.5 and 11.6 and to indemnify, defend and hold harmless the Indemnitees from and against all losses suffered by any Indemnitee in connection with:

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(a) the exercise by the Administrative Agent or any Lender of any right or remedy granted to it under this Agreement or any of the Loan Documents,

(b) any claim, and the prosecution or defense thereof, arising out of or in any way connected with this Agreement or any of the Loan Documents, and

(c) the collection or enforcement of the Secured Obligations or any of them, provided, that Borrowers shall not be required to indemnify an Indemnitee for any claims incurred by such Indemnitee as a direct result of such Indemnitee’s own gross negligence or willful misconduct or that arise out of any disputes arising solely out of the relationship between Agent and any Lender.

11.8 Successors and Assigns; Participations and Assignments.

(a) This Agreement shall be binding upon and inure to the benefit of each Borrower, the Lenders, the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, all future holders of the Notes and the Loans, and their respective successors and assigns, except that the Borrowers may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial banking, lending or investment business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any participating interest in the Letters of Credit of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. The Borrowers agree that if amounts outstanding under this Agreement and the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note; provided that such right of setoff shall be subject to the obligation of such Participant to share with the Lenders, and the Lenders agree to share with such Participant, as provided in Section 11.8. The Borrowers also agree that each Participant shall be entitled to the benefits of Sections 2.10, 3.11 and 3.12 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time as if it were a Lender; provided that no Participant shall be entitled to receive any greater amount pursuant to any such subsection than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender agrees that the participation agreement pursuant to which any Participant acquires its participating interest (or any other document) may afford voting rights to such Participant, or any right to instruct such Lender with respect to

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voting hereunder, only with respect to matters requiring the consent of either all of the Lenders hereunder or all of the Lenders holding the Revolving Credit Commitments subject to such participation.

(c) Subject to paragraph (g) of this Section 11.8, any Lender may, in the ordinary course of its commercial banking, lending or investment business and in accordance with applicable law, (i) at any time and from time to time assign all or any part of its rights and obligations under this Agreement and the Notes to any Lender or any Affiliate thereof or an Eligible Assignee; provided that, in the event of a sale of less than all of such rights and obligations, such assigning Lender after any such sale to any other Lender or any Affiliate of such Lender shall retain Commitments and/or Loans and/or L/C Participating Interests aggregating at least $5,000,000 (or such lesser amount as the Administrative Agent may determine) and (ii) with the consent of the Borrowers (unless an Event of Default shall exist) (with respect to the Borrowers) and the Administrative Agent (which in each case shall not be unreasonably withheld or delayed) at any time and from time to time assign to one or more Eligible Assignees, all or any part of its rights and obligations under this Agreement and the Notes, pursuant to an Assignment and Acceptance, executed by such Eligible Assignee, such transferor Lender (and, in the case of an Eligible Assignee that is not then a Lender or an Affiliate thereof, by the Borrowers and the Administrative Agent), and delivered to the Administrative Agent for its acceptance and recording in the Register (as defined below); provided that (a) each such sale pursuant to clause (ii) of this subsection 11.8(c) shall be in a principal amount of at least (I) $5,000,000 (or such lesser amount as the Administrative Agent and the Borrowers may determine) in the case of Revolving Loans unless the Assigning Lender is transferring all of its rights and obligations and (b) in the event of a sale of less than all of such rights and obligations, such Lender after any such sale shall retain Commitments and/or Loans and/or L/C Participating Interests aggregating at least $5,000,000 (or such lesser amount as the Administrative Agent and the Borrowers may determine). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a transferor Lender’s rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the indemnification provisions set forth in Sections 11.5 and 11.7).

(d) The Administrative Agent, which for purposes of this subsection 11.8(d) only shall be deemed to be the agent of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 11.2, a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents,

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notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee (and, in the case of an Eligible Assignee that is not then a Lender or an Affiliate thereof, by the Borrowers and the Administrative Agent), together with payment to the Administrative Agent of a registration and processing fee of $2,500 (provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group, the fee will be $2,500 plus, for the fifth and each additional concurrent assignment or suballocation to members of an Assignee Group (or from members of an Assignee Group, as applicable), an additional $500), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrowers (no such assignment shall become effective unless and until so recorded). On or prior to such effective date, the Borrowers at their own expense, shall execute and deliver to the Administrative Agent (in exchange for any or all of the Revolving Credit Notes of the assigning Lender, if any) new Revolving Credit Notes, to the order of such Eligible Assignee (if requested) in an amount equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment, new Revolving Credit Notes, to the order of the assigning Lender in an amount equal to the Commitment, retained by it hereunder (if requested). Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby.

(f) The Administrative Agent, the Co-Syndication Agents, the Documentation Agent and the Lenders agree that they will use reasonable efforts to protect the confidentiality of any confidential information concerning Holdings and its Subsidiaries and Affiliates. Notwithstanding the foregoing, the Borrowers authorize each Lender to disclose (i) to its employees, officers and advisors, who shall be bound by the confidentiality provisions hereof, (ii) to any regulatory authority as required by law, (iii) in connection with any enforcement or other legal action and (iv) to any Participant or Eligible Assignee (each, a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning Holdings and its Subsidiaries which has been delivered to such Lender by or on behalf of the Borrowers pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrowers in connection with such Lender’s credit evaluation of the Borrowers and their Subsidiaries prior to becoming a party to this Agreement; provided that each Lender shall cause its respective prospective Transferees to agree in writing to protect the confidentiality of any confidential information concerning Holdings and its Subsidiaries and Affiliates.

(g) If, pursuant to this Section 11.8, any interest in this Agreement or any Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the terms of this Agreement including without limitation subsection 3.11(d).

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(h) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this subsection concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

11.9 Adjustments; Set-off.

(a) If any relevant Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the case may be, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 8.1, or otherwise) in a greater proportion than any such payment to and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender’s Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited Lender shall purchase for cash from the other relevant Lenders such portion of each such other relevant Lender’s Loans or L/C Participating Interests, as the case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that each Lender so purchasing a portion of another Lender’s Loans and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Borrowers notice of any set-off; provided that the failure to give such notice shall not affect the validity of such set-off.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon the filing of a petition under any of the provisions of the federal bankruptcy code or amendments thereto, by or against; the making of an assignment for the benefit of creditors by; the application for the appointment, or the appointment, of any receiver of, or of any substantial portion of the property of; the issuance of any execution against any substantial portion of the property of; the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any substantial portion of the property of; or the issuance of a warrant of attachment against any substantial portion of the property of; the Borrowers to set off and apply against any indebtedness, whether matured or unmatured, of the Borrowers to such Lender, any amount owing from such Lender to the Borrowers, at or at any time after, the happening of any of the above mentioned events, and as security for such indebtedness, the Borrowers hereby grant to each Lender a continuing security interest in any and all deposits, accounts or moneys of the Borrowers then or thereafter maintained with such Lender, subject in each case to subsection 11.8(a) of this Agreement. The aforesaid right of set-off may be exercised by such Lender against the Borrowers or against any

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trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrowers, or against anyone else claiming through or against the Borrowers or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

11.10 Representation of Lenders. Each Lender hereby represents that it will make each Loan hereunder as a commercial loan for its own account in the ordinary course of its business; provided, however, that subject to Section 11.8 hereof, the disposition of the Notes or other evidence of the Secured Obligations held by any Lender shall at all times be within its exclusive control.

11.11 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agent. This Agreement shall become effective with respect to the Borrowers, the Administrative Agent, the Co-Syndication Agents, the Documentation Agent and the Lenders when the Administrative Agent shall have received copies of this Agreement executed by the Borrowers, the Administrative Agent, the Co-Syndication Agents, the Documentation Agent and the Lenders, or, in the case of any Lender, shall have received telephonic confirmation from such Lender stating that such Lender has executed counterparts of this Agreement or the signature pages hereto and sent the same to the Administrative Agent.

11.12 Governing Law; No Third Party Rights. This Agreement and the Notes and the rights and obligations of the parties under this Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and, except as set forth in Section 11.8, no other Persons shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement.

11.13 Survival. Notwithstanding any termination of this Agreement,

(a) until all Secured Obligations have been irrevocably paid in full or otherwise satisfied, the Administrative Agent, for the benefit of the Secured Parties, shall retain its Security Interest and shall retain all rights under this Agreement and each of the Loan Documents with respect to such Collateral as fully as though this Agreement had not been terminated,

(b) the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article 11 and any other provision of this Agreement and the Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before, and

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(c) in connection with the termination of this Agreement and the release and termination of the Security Interests, the Administrative Agent, on behalf of itself as agent and the other Secured Parties, may require such assurances and indemnities as it shall reasonably deem necessary or appropriate to protect the Administrative Agent and the other Secured Parties against loss on account of such release and termination, including with respect to credits previously applied to the Secured Obligations that may subsequently be reversed or revoked.

11.14 Submission to Jurisdiction; Waivers.

(a) Each party to this Agreement hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any of the other Loan Documents, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b) Each party hereto unconditionally waives trial by jury in any legal action or proceeding referred to in paragraph (a) above and any counterclaim therein.

11.15 Interest. Each provision in this Agreement and each other Loan Document is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, by the Borrowers for the use, forbearance or detention of the money to be loaned under this Agreement or any other Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest to exceed the highest lawful rate permitted by applicable law (the “Highest Lawful Rate”), and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the use, forbearance or detention of money under this Agreement

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or such other Loan Document shall in no event exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, if the maturity of the Loans or the obligations in respect of the other Loan Documents are accelerated for any reason, or in the event of any prepayment of all or any portion of the Loans or the obligations in respect of the other Loan Documents by the Borrowers or in any other event, earned interest on the Loans and such other obligations of the Borrowers may never exceed the Highest Lawful Rate, and any unearned interest otherwise payable on the Loans or the obligations in respect of the other Loan Documents that is in excess of the Highest Lawful Rate shall be canceled automatically as of the date of such acceleration or prepayment or other such event and (if theretofore paid) shall, at the option of the holder of the Loans or such other obligations, be either refunded to the Borrowers or credited on the principal of the Loans. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Borrowers and the Lenders shall, to the maximum extent permitted by applicable law, amortize, prorate, allocate and spread, in equal parts during the period of the actual term of this Agreement, all interest at any time contracted for, charged, received or reserved in connection with this Agreement.

11.16 Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrowers and their Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a) (i) the Agreement for Advisory, Strategic Planning and Consulting Services, between Investcorp International, Inc. (“III”) and MergerCo as such agreement is in effect on the Closing Date, (ii) the Financing Advisory Services Agreement between III and MergerCo as such agreement is in effect on the Closing Date, (iii) the Financing Advisory Services Agreement between MergerCo and Berkshire as such agreement is in effect on the Closing Date, (iv) the Financing Advisory Services Agreement between MergerCo and Greenbriar as such agreement is in effect on the Closing Date, and (v) any other agreement with III or any of its Affiliates providing for the payment of management fees of up to $2,000,000 in the aggregate in any Fiscal Year; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of Holdings or any Subsidiary of Holdings; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of Holdings or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under Section 7.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by Holdings or any of its Subsidiaries.

11.17 Amendment and Restatement. The amount of loans outstanding under the Existing Loan Agreement as of the Closing Date is $176,244,083.84. This Agreement amends and restates the Existing Loan Agreement in its entirety, and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Loan Agreement or the Secured Obligations evidenced or secured thereby or provided for thereunder.

[This space intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and have caused this Agreement to be delivered in New York, New York by their proper and duly authorized officers as of the day and year first above written.

AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ William E. Berry
	William E. Berry,
	President
THE SPEED MERCHANT, INC.
By:	/s/ William E. Berry
	William E. Berry,
	President
T.O. HAAS HOLDING CO., INC.
By:	/s/ William E. Berry
	William E. Berry,
	President
T.O. HAAS TIRE COMPANY, INC.
By:	/s/ William E. Berry
	William E. Berry,
	President
TEXAS MARKET TIRE HOLDINGS I, INC.
By:	/s/ William E. Berry,
	William E. Berry
	President

Signature Page 1: Fourth Amended and Restated

Loan and Security Agreement

TEXAS MARKET TIRE, INC., d/b/a Big State Tire Supply
By:	/s/ William E. Berry
	William E. Berry,
	President
TARGET TIRE, INC.
By:	/s/ William E. Berry
	William E. Berry,
	President
ATD MERGERSUB, INC.
By:	/s/ Steven Puccinelli
	Steven Puccinelli,
	President

Signature Page 2: Fourth Amended and Restated

Loan and Security Agreement

BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and a Lender
By:	/s/ Stephen Y. McGehee
Name:	STEPHEN Y. McGEHEE
Title:	SENIOR VICE PRESIDENT
WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and a Lender
By:	/s/ John T. Trainor
Name:	John T. Trainor
Title:	Director
GENERAL ELECTRIC CAPITAL CORPORATION, as successor to Transamerica Business Capital Corporation, as Co-Syndication Agent and a Lender
By:	/s/ Kimberly A Maria
Name:	Kimberly A Maria
Title:	Its duly Authorized Signatory
THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By:	/s/ Albert J. Forzano
Name:	Albert J. Forzano
Title:	Vice President

Signature Page : Fourth Amended and Restated

Loan Agreement

STANDARD FEDERAL BANK NATIONAL ASSOCIATION, as a Lender
By: LASALLE BUSINESS CREDIT, LLC, as agent
By:	/s/ Roger D. Attix
Name:	Roger D. Attix
Title:	VP
THE ROYAL BANK OF SCOTLAND, as a Lender
By:	/s/ Craig Hamrah
Name:	Craig Hamrah
Title:	Senior Vice President

Signature Page : Fourth Amended and Restated

Loan Agreement

SCHEDULE I

LIST OF ADDRESSES FOR NOTICES;

LENDING OFFICES; COMMITMENT AMOUNTS

Name of Lender and Lending Office Address	Revolving Credit Commitment Percentage		Revolving Credit Commitment
Bank of America, N.A. 300 Galleria Parkway Suite 800 Atlanta, Georgia 30339 Attention: Loan Administration Manager Telecopy: (770) 857-2947	25.0000	%	$	75,000,000.00
Wachovia Bank, National Association 301 South College Street NC0479, 6th Floor Charlotte, North Carolina 28288-0479 Attention: John Trainor and Andrew Gale Telecopy: (704) 374-2703	20.0000	%	$	60,000,000.00
General Electric Capital Corporation 335 Madison Avenue, 12th Floor New York, NY 10017 Attention: Andrew Crain Telecopy: (212) 983-8767	15.8333	%	$	47,500,000.00
The CIT Group / Business Credit, Inc. 1211 Avenue of the Americas 22nd Floor N.Y., N.Y. 10036 Attention: Eddy L. Millstein Telecopy: (212) 790-9123	15.8333	%	$	47,500,000.00
Standard Federal Bank National Association c/o LaSalle Business Credit, Inc. 3060 Peachtree Road, Suite 890 Atlanta, Georgia 30305 Attention: Roger Attix Telecopy: (404) 365-8677	13.3334	%	$	40,000,000.00
The Royal Bank of Scotland Business Capital 101 Park Avenue N.Y., N.Y. 10178 Attention: Craig Hamrah Telecopy: (212) 401-1429	10.0000	%	$	30,000,000.00
TOTAL	100.00000	%	$	300,000,000

SCHEDULE II

PRICING GRID

Tier	Fixed Charge Coverage Ratio	Eurodollar Loans		Alternate Base Rate Loans		Commitment Fee Rate
IV	If Fixed Charge Coverage Ratio is less than or equal to 1.10 to 1.0	2.00	%	0.50	%	0.25	%
III	If Fixed Charge Coverage Ratio is greater than 1.10 to 1.0, but less than or equal to 1.50 to 1.0	1.75	%	0.25	%	0.30	%
II	If Fixed Charge Coverage Ratio is greater than 1.50 to 1.0, but less than or equal to 2.00 to 1.0	1.50	%	0	%	0.30	%
I	If Fixed Charge Coverage Ratio is greater than 2.00	1.25	%	0	%	0.35	%

SCHEDULE III

PRO FORMA ADJUSTED EBITDA

AMERICAN TIRE DISTRIBUTORS

EBITDA Definition

($ in millions) Line	PER OM 2004
1       Audited EBITDA	$	61.429
2       Adjustment for Bonus and overaccrual of medical reserve		2.395
3       Adjusted EBITDA	$	63.824
3       Target Tire (for pre-acquisition period)		3.937
4       Big State (for pre-acquisition period)		3.306
5       Sub-total	$	71.067
6       Target Synergies		7.708
7       Pro Forma Adjusted 2004 EBITDA (1)	$	78.775

(1) Pro Forma Adjusted 2004 EBITDA will be used to Determine the Closing Debt Ratio

SCHEDULE IV

EXCLUDED COLLATERAL

The following property of each Borrower shall constitute “Excluded Property” under this Agreement:

(i)	Any Deposit Account or Investment Property owned, maintained or acquired in the ordinary course of business of a Borrower that is established by such Borrower solely for payroll and benefit plan disbursement activities of such Borrower or deferred compensation arrangements of such Borrower, including any deferred compensation investment accounts, ERISA disbursement accounts and payroll disbursement accounts;
(ii)	Any Deposit Account or Investment Property as to which a Borrower is acting as a trustee or fiduciary for the benefit of current or former employees of such Borrower;
(iii)	Any deposits or prepayments made to suppliers or lessors of property (other than Inventory) or providers of services;
(iv)	Any deposits or prepayments received by a Borrower from lessees or sublessees of Real Estate;
(v)	Any 40l(k) plan assets;
(vi)	Any Deposit Account or Investment Property maintained by a Borrower solely in connection with the Voluntary Employee Benefits Association for California vacation benefits of such Borrower’s employees;
(vii)	Investments in Del-Nat Corporation Debentures in the aggregate principal amount of approximately $91,124.87 as of September 15, 2003 plus accrued interest;
(viii)	Any Deposit Account or Investment Property maintained by a Borrower solely in connection with the American Tire Distributors, Inc. Deferred Compensation Plan.

(ix) The following Deposit Accounts:

Account Name	Bank Name	Account #	ABA #	Type of Account
American Tire Distributors, Inc.	Fleet Maine N.A. 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	0080033207	011201539	Payroll control disbursement account - ZBA
Speed Merchant, Inc. dba Competition Parts Warehouse Payroll Acct	Wells Fargo P.O. Box 63020 San Francisco, CA 94163	4123649741	121000248	Payroll control disbursement account - only for manual checks
American Tire Distributors Vacation Trust Agreement	Wells Fargo P.O. Box 63020 San Francisco, CA 94163	4945083186	121000248	Checking - for West coast vacation checks only
Heafner Tire Group, Inc. Employee Welfare Benefit Plan Trust	Bank of America P.O. Box 1091 Charlotte, NC 28254-3489	511236200	026009593	Checking - VEBA for self insured medical claims (every division except CPW)
Target Tire, Inc.	Wachovia Bank, N.A. Charlotte, NC	2041890061494	053000219	Payroll Disbursement Account
Target Tire, Inc.	Wachovia Bank., N.A. Charlotte, NC	2041850055660	053000219	Health Insurance Account

SCHEDULE 1.1

CLEARING BANKS

As of February 25, 2005:

Account Name	BANK NAME & ADDRESS	ABA NUMBER	ACCOUNT NUMBER
13 Knoxville	AmSouth 2901 Essary Road Knoxville, TN 37918 correspondence: Jan Hollar 550 Metroplex Drive Nashville, TN 37237-0310 615-748-1480	064000017	90001127
24 Mobile	AmSouth Bank Tillman’s Corner Office P.O. Box 1628 Mobile, AL 36633-1628 Mike Nix 334-434-3125 c/s-334-694-1515	062000019	03524078
54 Jackson	AmSouth 210 East Capital Jackson, MS 39201 Jan Hollar 615-748-2000 601-987-1838 Chargebacks	064000017	5002984974
55 Texarkana	Commercial National Bank P.O. Box 1998 Texarkana, AR 71854 Ann Davis 870-773-4561	082901046	42 562 1
62 Louisville	National City Bank 2400 Dixie Highway Louisville, KY 40216 Norma Webb 502-581-5383	083000056	3686809
85 Rural Hall	BB & T 6000 University Parkway Winston-Salem NC 27109 336-733-3300	053101121	5117080848

121 - Rome, GA	Suntrust Bank 100 E 2nd Ave Rome, GA 30162 Lynn Terrell 706-236-4321	061100790	2000134425
132 -Johnson City, TN	BB & T 5928 Highway 11E Piney Flats, TN 37686 V.V. Cox 423-538-6761	064208165	0110490240
140 - Cullman, AL 141 - Montgomery, AL	Southtrust Bank 300 2nd Avenue SW Cullman, AL 35055 Connie Shaver 256-734-5421	062000080	68882379
208 Auburn, NY	Fleet Capital 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard 770-859-2438	011900571	9428436025
209 Buffalo, NY	HSBC 752 Tonwanda Street Buffalo, NY 14207 Bill Vail 716-875-9130	022000020	746813414
212 Versailles	PNC Bank 500 Lincoln Highway N. Versailles, PA 15137 Judy Kender 412-823-4930 User ID: 560754594 Password: 2237 Business Id: Americantire	04000096	1011286037
219 Poca	Rock Branch Community Bank 4650 First Avenue Nitro, WV 25143 Martha Bailey 304-755-4700	051502489	4004156

501 - Lincoln, NE	US Bank Mail Code: EPMNH04B 800 Nicollet Mall Minneapolis, MN 55402-7020 Jean Matlock 612-303-3027 1-800-673-3555	104000029	105969200044
502 - Sioux Falls, SD	US Bank Mail Code: EPMNH04B 800 Nicollet Mall Minneapolis, MN 55402-7020 Jean Matlock 612-303-3027 1-800-673-3555	091408501	175080033418
551 - Lubbock, TX 555 - Carrollton, TX 553 - Amarillo, TX	Plains Capital Bank Lubbock, TX	111322994	107862
08 - Nashville, TN 12 - Asheville, NC 14 - Florence, SC 15 - Fayetteville, NC 16 - Raleigh, NC 17 - Richmond, VA 18 - Augusta, GA 51 - Atlanta, GA 53 - Pensacola, FL 56 - Memphis, TN 58 - Tallahassee, FL 59 - Little Rock, AR 60 - Mauldin, SC 63 - Springfield, MO 70 - Charlotte, NC 75 - Roanoke, VA 80 - Burlington, NC 90 – Norfolk, VA 95 – Orlando, FL 101 – Wilson, NC 105 – Wilmington, NC 107 – Landover, MD 110 – Salisbury, MD 111 – Medley, FL 113 – Jacksonville, FL 114 – Ft. Myers, FL 115 – Harrisonburg, VA 116 – Wytheville, VA 117 – Tampa, FL 118 – W. Palm Beach, FL 123 – Savannah, GA	Bank of America 101 S Tryon Street Charlotte, NC 28255-0001 704-387-0487 David Houston	053000196 Wire: 026009593	000511146003 000511146003

124 – Byron, GA

130 – Charleston, SC

206 – Halethorpe, MD

300 – San Jose, CA

302 – Sacramento, CA

303 – Fresno, CA

304 – Moorpark, CA

306 – Carson, CA

307 – Rancho, CA

308 – Phoenix, AZ

309 – Chula Vista, CA

509 – Des Moines, IA

10 House ROA’s

30106 San Francisco Lockbox

3720 St. Louis Lockbox

409684 Atlanta Lockbox

SCHEDULE 4.7

LITIGATION

None.

SCHEDULE 4.11

TAXES

From time to time in the ordinary course of business, the Borrowers fail to file sales, use and franchise tax returns and/or fail to pay amounts due in respect of sales, use and franchise taxes in various jurisdictions in which the Borrowers do business, which failures to file or pay could not be reasonably expected to have a Material Adverse Effect and in any event are not greater than $250,000 in the aggregate.

Haas Tire is currently involved in a sales and use tax audit by the State of Nebraska for the period from December 1998 to October 2001. The State of Nebraska has issued a Notice of Deficiency and American Tire along with Randy Haas (the seller of Haas Tire to American Tire) are contesting the deficiency through appropriate channels. Based on the date of acquisition, American Tire is responsible for tax obligations for the period after April 2000 not to exceed $250,000 in the aggregate, and the former owners of Haas Tire are responsible for tax obligations for the prior period.

The New York State Department of Taxation and Finance is conducting a franchise tax audit for the calendar years 2001, 2002 and 2003, with respect to American Tire. Price Waterhouse Coopers has prepared and submitted an initial response. As of March 16, 2005, the New York State Department of Taxation and Finance has requested additional information and Price Waterhouse Coopers is preparing this additional information.

SCHEDULE 4.12

SUBSIDIARIES

NAME	JURISDICTION OF INCORPORATION	IMMEDIATE PARENT
The Speed Merchant, Inc.	California	American Tire Distributors, Inc.
T.O. Haas Holding Co., Inc.	Nebraska	American Tire Distributors, Inc.
T.O. Haas Tire Company, Inc.	Nebraska	T.O. Haas Holding Co., Inc.
Texas Market Tire Holdings I, Inc.	Texas	American Tire Distributors, Inc.
Texas Market Tire, Inc.	Texas	Texas Market Tire Holdings I, Inc.
Target Tire, Inc.	North Carolina	American Tire Distributors, Inc.

Each subsidiary is 100% owned by its immediate parent.

SCHEDULE 4.13

PERMITTED INVENTORY LOCATIONS

Location	Address	Sq Ft
Albuquerque, NM	8225 Washington Street NE, Suite 102, Albuquerque, NM 87113	24,000
Albuquerque, NM	8701 San Mateo Boulevard, Albuquerque, NM 87113	64,864
Amarillo, TX	101 South Grant, Amarillo, TX 79101-1604	30,000
Amarillo, TX	617 E. 2nd Street, Amarillo, TX 79101-1604	22,000
Asheville, NC	41 Dogwood Road, Asheville, NC 28806	26,250
Atlanta, GA	2232 Mountain Industrial Blvd., Tucker, GA 30084	105,000
Atlanta, GA	3602 Browns Mill Road, Atlanta, GA 30354	50,000
Auburn, NY	40 York Street, Auburn, NY 13021	71,120
Augusta, GA	2504 Deans Bridge Rd., Augusta, GA 30906	15,600
Baltimore, MD	4625 Hollins Ferry Road, Halethorpe, MD 21227	150,403
Buffalo, NY	491 Ontario Street, Buffalo, NY 14207	48,000
Burlington, NC	3020 Tucker Street Extension, Burlington, NC 27215	80,000
Byron, GA	102 Dunbar Rd., Byron, GA 31008	50,000
Carrollton, TX	1701 Vantage, Suite 102, Carrollton, TX 75006	131,298
Carson, CA	22411 S. Bonita Street, Carson, CA 90745	94,984
Charleston, SC	7360 Spartan Blvd., Charleston, SC 29418	50,500
Charlotte, NC	4301 Wilkinson Blvd., Charlotte, NC 28208	120,200
Chula Vista, CA	2400 Main Street, Chula Vista, CA 91911	81,330
Columbia, SC	917 Rosewood Dr., Columbia, SC 29201	88,858
Cullman, AL	420 Industrial Park Road, Cullman, AL 35055	100,000
Des Moines, IA	3915 Delaware Avenue, Suite #5, Des Moines, Iowa	76,530
Fayetteville, NC	4208 Murchison Rd., Fayetteville, NC 28311	80,000
Florence, SC	1611 Rangeway Drive, Florence, SC 29503	32,400
Fresno, CA	3064 South Chestnut Avenue, Fresno, CA 93725	14,784
Ft. Myers, FL	17550 East Street NE, Ft. Myers, FL 33917	30,000
Harrisonburg, VA	880 Acorn Drive, Harrisonburg, VA 22802	90,000
Jackson, MS	926 I-20, Jackson, MS 39284	30,000
Jacksonville, FL	243 N. Lane Ave., Jacksonville, FL 32254	85,600
Johnson City, TN	410 Century Ct., Piney Flats, TN 37686	50,000
Knoxville, TN	916 Callahan Drive, Knoxville, TN 37912	75,000
Landover, MD	7100A Old Landover Road, Landover, MD 20785	106,500
Lincoln, NE	1415 Commerce, Lincoln, NE 68521	222,000
Lincoln, NE	3541 NW 15th Street, Lincoln, NE 68501	27,500
Lincolnton, NC	1582 Startown Road, Building #1, Lincolnton, NC 28092	30,000
Lincolnton, NC	3099 Finger Mill Road, Lincolnton, NC 28092	170,000
Little Rock, AR	1305 North Hills Blvd., Ste. 114, N. Little Rock, AR 72114	39,204
Louisville, KY	8169 National Turnpike, Louisville, KY 40214	61,875
Lubbock, TX	8308 Upland Avenue, Lubbock, TX 79424	88,000
Mauldin, SC	712 N. Main Street, Mauldin, SC 29662	84,700
McAllen, TX	2900 West Business Hwy 83, McAllen, TX 78501	30,000

Memphis, TN	4370 Mendenhall Road, Memphis, TN 38141	62,447
Miami, FL	16542 NW 54th Avenue, Hialeah, FL 33014	90,050
Mobile, AL	5240 Willis Road, Theodore, AL 36582	60,000
Montgomery, AL	2914 Day St., Montgomery, AL 36108	60,000
Moorpark, CA	5100 Commerce Avenue, Moorpark, CA 93021	76,130
N. Versailles, PA	611 E. Pittsburgh/McKeesport Blvd., N. Versailes, PA 15137	30,000
Nashville, TN	521 Harding Industrial Drive, Nashville, TN 37211	100,000
Norfolk, VA	4554 Progress Rd., Norfolk, VA 23502	79,565
Oklahoma City, OK	3701 S. Thomas Road, Oklahoma City, OK	94373
Orlando, FL	2216 Directors Row, Orlando, FL 32809	115,848
Pensacola, FL	7502 Sears Blvd., Pensacola, FL 32514	40,500
Phoenix, AZ	2001 South 15th Avenue, Phoenix, AZ 85007	125,643
Poca, WV	5 Stone Street, Poca, WV 25159	47,900
Raleigh, NC	1615 Wolfpack Lane, Suite 121, Raleigh, NC 27609	51,802
Rancho Cucamonga, CA	11680 Dayton Drive, Rancho Cucamonga, CA 91730	143,468
Richmond, VA	1806 Jefferson Davis Highway, Richmond, VA 23224	61,000
Roanoke, VA	1634 Seibel Drive NE, Roanoke, VA 24013-6032	48,000
Rome, GA	332 Dodd Blvd, SE, Rome, GA 30161	84,700
Rural Hall, NC	250 Northstar Drive, Rural Hall, NC 27045	100,000
Sacramento, CA	4632 Raley Boulevard, Sacramento, CA 95838	133,380
Salisbury, MD	530 Marvel Road, Salisbury, MD 21801	26,300
San Angelo, TX	39 West Concho, San Angelo, TX 76903	9,875
San Angelo, TX	27 West Concho, San Angelo, TX 76903	5,000
San Angelo, TX	332 Pullin, San Angelo, TX 76903	5,000
San Jose, CA	645 Dado Street, San Jose, CA 95131 (April 2004)	103,350
San Marcos, TX	2350 Clovis Barker Road, San Marcos, TX 78666	55,000
Savannah, GA	1402 Mills B Lane Blvd., Savannah, GA 31405	60,500
Sioux Falls, SD	611 North West Avenue, Sioux Falls, SD 57104	84,000
Springfield, MO	2727 N. Oak Grove, Springfield, MO 65803	60,000
Tallahassee, FL	3780 Hartsfield Road, Tallahassee, FL 32303	15,000
Tampa, FL	1201-2 Old Hopewell Rd., Tampa, FL 33619	69,647
Texarkana, AR	3921 West 19th Street, Texarkana, AR 71854	49,500
Tyler, TX	3709 Shiloh Road, Tyler, TX 75707	25,000
West Palm Beach, FL	3300 Electronics Way, W. Palm Beach, FL 33407	50,000
Wilmington, NC	2405 Wrightsville Ave., Wilmington, NC 28403	38,700
Wilson, NC	2708 Commerce Road, Wilson, NC 27894	84,000
Wytheville, VA	485 Stafford Umberger Dr., Wytheville, VA 24382	36,550

SCHEDULE 4.17(b)

LOCATION OF OFFICES AND RECORDS

American Tire Distributors, Inc.

12200 Herbert Wayne Court, Suite 150

P.O. Box 1345

Huntersville, NC 28070-3145

The Speed Merchant, Inc.

645 Dado Street

San Jose, CA 95131

T.O. Haas Tire Company

3800 NW 12^th Street, Suite A

P.O. Box 85746

Lincoln, NE 68501

T.O. Haas Holding Co., Inc.

12200 Herbert Wayne Court, Suite 150

P.O. Box 1345

Huntersville, NC 28070-3145

Texas Market Tire Holdings I, Inc.

12200 Herbert Wayne Court, Suite 150

P.O. Box 1345

Huntersville, NC 28070-3145

Texas Market Tire, Inc. d/b/a Big State Tire Supply

8308 Upland Avenue

Lubbock, TX 79424

Target Tire, Inc.

12200 Herbert Wayne Court, Suite 150

P.O. Box 1345

Huntersville, NC 28070-3145

ATD MergerSub, Inc.

280 Park Avenue, 36^th Floor

New York, NY 10017

SCHEDULE 4.20

CORPORATE AND FICTITIOUS NAMES

American Tire Distributors, Inc. (including predecessor entities)

Heafner Tire Group, Inc.

The J.H. Heafner Company, Inc.

Heafner-Itco

Heafner-Itco Tires & Products

Heafner Tire & Products

Heafner Worldwide

ITCO Logistics Corporation

ITCO Holding Company, Inc.

ITCO Tire Company

ITCO Tire Company of Georgia, Inc.

L&N Leasing Corporation

Doug Duggan, Inc.

Interstate Tire Company

Interstate Tire & Battery

Radial Tire Stores, Inc.

Town & County Tire Service, Inc.

AutoEdge

Winston Tire Company

Oliver & Winston, Inc.

Winston Tire

Winston Tires

California Tire Company

Cal Tire

California Tire Company LLC

California Tire Acquisition Company

Heafner Worldwide

Heafnet

Xpress Performance

The Speed Merchant, Inc.

CPW

Competition Parts Warehouse

American Tire Distributors

Phoenix Racing, Inc.

The Speed Merchant of San Jose

Arthur Enterprises, Inc.

Main Auto

Wheel King

Economy Imports

Performance Leasing

Tire Outlet

Tires One

Parnelli Jones

Wheel Wizard

T.O. Haas Holding Co., Inc.

T.O. Haas Tire

Haas Tire

T.O. Haas Tire Company, Inc.

T.O. Haas Tire

Haas Tire

TEXAS MARKET TIRE HOLDINGS I, INC.

None

TEXAS MARKET TIRE, INC.

Big State Tire Supply

Big State

Shook Tire

Big State Wheel

ATD/Big State Tire Distributors

Big State American Tire Distributors

TARGET TIRE, INC.

Target Tire

Target Tire and Automotive Corporation

SCHEDULE 4.21

EMPLOYEE RELATIONS

None.

SCHEDULE 4.23

TRADE NAMES

[Schedule 4.20 is incorporated by reference.]

SCHEDULE 4.24

BANK ACCOUNTS

Account Name	Bank Name	Account #	ABA #	Type of Account
American Tire Distributors, Inc.	Fleet 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	55013019	011000138	Operating account (funding account)
American Tire Distributors, Inc.	Fleet Maine N.A. 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	0080033151	011201539	A/P control disbursement account – ZBA
American Tire Distributors, Inc.	Fleet Maine N.A. 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	0080238413	011201539	A/P control disbursement account – ZBA - Oracle
American Tire Distributors, Inc.	Fleet Maine N.A. 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	0080238480	011201539	Health care control disbursement account - ZBA
American Tire Distributors, Inc.*	Fleet Maine N.A. 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	0080033207	011201539	Payroll control disbursement account – ZBA
American Tire Distributors, Inc.	Fleet National Bank 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	9427759965	011900571	Cash concentration account (blocked deposit account)
American Tire Distributors, Inc.	AmSouth Bank 2901 Essary Rd Knoxville, TN 37918 Correspondence: Jan Hollar 550 Metroplex Drive Nashville, TN 37237-0310	90001127	064000017	DC deposit account – balance is sent to Fleet via ACH

* denotes Excluded Property as defined on Schedule IV

Account Name	Bank Name	Account #	ABA #	Type of Account
American Tire Distributors, Inc.	AmSouth Bank Tilman’s Corner Office P.O. Box 1628 Mobile, AL 36633 Mike Nix (334) 434-3125	03524078	062000019	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	AmSouth Bank 210 East Capital Jackson, MS 39201 Jan Hollar (615)748-2000	5002984974	064000017	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	Commercial National Bank P.O. Box 1998 Texarkana, AR 71854 Ann Davis (870)773-4561	42-562-1	082901046	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	National City Bank 2400 Dixie Highway Louisville, KY 40216 Norma Webb (502) 581-5383	3686809	083000056	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	BB&T 6000 University Parkway Winston-Salem, NC 27109 (336) 733-3300	5117080848	053101121	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	SunTrust 100 E 2nd Ave Rome, GA 30162 Lynn Terrell	2000134425	061100790	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	BB&T 5928 Highway 11E Piney Flats, TN 37686 V.V. Cox (423) 538-6761	0110490240	064208165	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	SouthTrust Bank 300 2nd Avenue SW Cullman, AL 35055 Connie Shaver (256) 734-5421	68-882-379	062000080	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	Fleet 400 Galleria Parkway Atlanta, GA 30339 Betsy Howard (770) 859-2438	9428436025	011900571	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	HSBC 752 Tonwanda St Buffalo, NY 14207 Bill Vail (716) 875-9130	746813414	022000020	DC deposit account – balance is sent to Fleet via ACH

* denotes Excluded Property as defined on Schedule IV

Account Name	Bank Name	Account #	ABA #	Type of Account
American Tire Distributors, Inc.	PNC Bank 500 Lincoln Highway N. Versailles, PA 15137 Judy Kender (412) 823-4930	1011286037	043000096	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	Rock Branch Community Bank 4650 First Avenue Nitro, WV 25143 Martha Bailey (304) 755-4700	0004004156	051502489	DC deposit account – balance is sent to Fleet via ACH
T O Haas Tire Company Inc.	US Bank Mail Code: EPMN04B 800 Nicollet Mall Minneapolis, MN 55402-7020 Jean Matlock (612) 303-3027	105969200044	104000029	DC deposit account – balance is sent to Fleet via ACH
T O Haas Tire Company Inc.	US Bank Mail Code: EPMN04B 800 Nicollet Mall Minneapolis, MN 55402-7020 Jean Matlock (612) 303-3027	175080033418	091408501	DC deposit account – balance is sent to Fleet via ACH
American Tire Distributors, Inc.	Bank of America 101 S Tryon Street Charlotte, NC 28255-0001 David Houston (704) 387-0487	000511146003	053000196	Lockbox/DC deposit account – available balance is sent to Fleet via sweep
Speed Merchant, Inc. dba Competition Parts Warehouse Payroll Acct*	Wells Fargo P.O. Box 63020 San Francisco, CA 94163	4123649741	121000248	Payroll control disbursement account – only for manual checks
American Tire Distributors Vacation Trust Agreement*	Wells Fargo P.O. Box 63020 San Francisco, CA 94163	4945083186	121000248	Checking – for West coast vacation checks only
Heafner Tire Group, Inc. Employee Welfare Benefit Plan Trust*	Bank of America P.O. Box 1091 Charlotte, NC 28254-3489	511236200	026009593	Checking – VEBA for self insured medical claims (every division except CPW)
Texas Market Tire, Inc. dba Big State Tire Supply	Plains Capital Bank Lubbock, TX	107862	111322994	Main checking & DC deposit account

* denotes Excluded Property as defined on Schedule IV

Account Name	Bank Name	Account #	ABA #	Type of Account
Target Tire, Inc. Master Account	Wachovia Bank, N.A Charlotte, NC	2062680024015	053000219	Master Account
Target Tire, Inc. Automotive Corp	Wachovia Bank, N.A Charlotte, NC	2041880036604	053000219	A/P Disbursement Account
Target Tire, Inc.	Wachovia Bank, N.A.	2041890061494	053000219	Payroll Disbursement Account
Target Tire, Inc.*	Wachovia Bank, N.A Charlotte, NC	2041850055660	053000219	Health Insurance Account

* denotes Excluded Property as defined on Schedule IV

SCHEDULE 4.25

REAL PROPERTY

Real Property Owned by the Company or its Subsidiaries

1. 530 Marvel Road, Salisbury, MD 21801

2. 3780 Hartsfield Rd., Tallahassee, FL 32303

3. 332 Dodd Blvd. SE, Rome, GA 30161

4. 41 Dogwood Rd., Asheville, NC 28806

Real Property Leased by the Company or its Subsidiaries

1. 8225 Washington Street NE, Suite 102, Albuquerque, NM 87113

2. 8701 San Mateo Boulevard, Albuquerque, NM 87113

3. Building #1, 101 South Grand, Amarillo, TX 79101-1604

4. Building #2, 617 East 2nd Street, Amarillo, TX 79101-1604

5. 3602 Browns Mill Road, Atlanta, GA 30354

6. 1121 & 1169 Oakleigh Avenue, Atlanta, GA 30344

7. 40 York Street, Auburn, NY 13021

8. 2504 Deansbridge Rd., Augusta, GA 30906

9. 4625 Hollins Ferry Road, Baltimore, MD 21227 (sublease)

10. 491 Ontario Street, Buffalo, NY 14207

11. 3020 Tucker Street Extension, Burlington, NC 27216

12. 102 Dunbar Rd., Byron, GA 31008

13. 1701 Vantage, Suite 102 & Suite 103, Carrollton, TX 75006

14. 22411 South Bonita Street, Carson, CA 90745

15. 7360 Spartan Blvd., Charleston, SC 29418

16. 311 Huger Street, Charleston, SC 29403

17. 2105 WaterRidge Parkway, Charlotte, NC 28217 (sublease)

18. 4301 Wilkinson Boulevard, Charlotte, NC 28208

19. 929 Jay Street, Charlotte, NC 28208

20. 800 South Mint St., Carolina Panthers Suite, Charlotte, NC 28202

21. 100 Hive Drive, Charlotte Bobcats Suite, Charlotte, NC 28217

22. 407 Roanoke Street, Unit 75, Christiansburg, VA 24073

23. 2400 Main Street, Chula Vista, CA 91911

24. 917 Rosewood Dr., Columbia, SC 29201

25. 721 Vine Street, Columbia, SC 29201

26. Lowe’s Motor Speedway, Suite 119, Concord, NC 28026

27. 420 Industrial Park Road, Cullman, AL 35055

28. 3915 Delaware Avenue, Suite 5, Des Moines, IA 50313

29. 1245 Woods Chapel Road, Duncan, SC 29334

30. 1400 East Greer Street, Durham, NC 27704

31. 4208 Murchson Rd., Fayetteville, NC 28311

32. 1611 Rangeway Drive, Florence, SC 29503

33. 3064 South Chestnut Avenue, Fresno, CA 93725

34. 17550 E. Street NE, Ft. Myers, FL 33917

35. 3960 Canal Street, Ft. Myers, FL 33916

36. 880 Acorn Drive, Harrisonburg, VA 22801

37. 135 North Main, Hillsboro, KS 67063

38. 12200 Herbert Wayne Ct., Huntersville, NC 28078 (Suite 150)

39. 12200 Herbert Wayne Ct., Huntersville, NC 28078 (Suite 130)

40. 926 I-20, Jackson, MS 39284

41. 243 N. Lane Ave., Jacksonville, FL 32254 (sublease)

42. 916 Callahan Drive, Knoxville, TN 37912

43. 601 East Jackson Avenue, Knoxville, TN 37915

44. 7100A Old Landover Road, Landover, MD 20785

45. 1415 West Commerce Way, Lincoln, NE 68521

46. 3541 NW 15th, Lincoln, NE 68521

47. 3800 NW 12th, Suite A, Lincoln, NE 68521

48. 1582 Startown Road, Building #1, Lincolnton, NC 28092

49. 3099 Finger Mill Road, Lincolnton, NC 28092

50. 1305 North Hills Blvd., Ste. 114, N. Little Rock, AR 72114

51. 8169 National Turnpike, Louisville, KY 40214

52. 8308 Upland Avenue, Lubbock, TX 79424 (Building lease)

53. 8308 Upland Avenue, Lubbock, TX 79424 (Parking lot lease)

54. 1218 Park Avenue, Lynchburg, VA 24501

55. 10550 Linden Lake Plaza, Suite 101, Manassas, VA 20109

56. 712 North Main Street, Mauldin, SC 29662

57. 2900 West Business Hwy 83, McAllen, TX 78501

58. 4370 Mendenhall Road, Suite 10, Building C, Memphis, TN 38118

59. 16542 NW 54th Avenue, Miami, FL 33014

60. 2914 Day St., Montgomery, AL 36108

61. 5100 Commerce Avenue, Moorpark, CA 93021

62. 16840 Joleen Way, Morgan Hill, CA 95037 (sublease)

63. 521 Harding Industrial Drive, Nashville, TN 37211

64. 611 E. Pittsburgh/McKeesport Blvd., North Versailles, PA 15137

65. 4554 Progress Rd., Norfolk, VA 23502

66. 3701 South Thomas Road, Oklahoma City, OK 73179

67. 2216 Directors Row, Orlando, FL 32809

68. 7502 Sears Blvd., Pensacola, FL 32514

69. 2001 South 15th Avenue, Phoenix, AZ 85007

70. 410 Century Ct., Piney Flats, TN 37686

71. 5 Stone Street, Poca, WV 25159

72. 1615 Wolfpack Lane, Suite 121, Raleigh, NC 27609

73. 11680 Dayton Drive, Rancho Cucamonga, CA 91730

74. 1806 Jefferson Davis Highway, Richmond, VA 23224

75. 1200 Dinwiddie Street, Richmond, VA 23224

76. 500 Highway 49 South, Richland, MS 39218

77. 1634 Seibel Drive NE, Roanoke, VA 24013

78. 250 Northstar Drive, Rural Hall, NC 27045

79. 175-193 Commerce Circle, Sacramento, CA 95815 (sublease)

80. 4632 Raley Boulevard, Sacramento, CA 95815

81. 27 West Concho, San Angelo, TX 76903

82. 39 West Concho, San Angelo, TX 76903

83. 332 Pullin, San Angelo, TX 76903

84. 645 Dado Street, San Jose, CA 95131

85. 2330 10th Street, San Jose, CA 95126 (sublease)

86. 2350 Clovis Barker Road, San Marcos, TX 78666

87. 1402 Mills B. Lane Boulevard, Savannah, GA 31405

88. 611 North West Avenue, Sioux Falls, SD 57104

89. 2727 N. Oak Grove, Springfield, MO 65803

90. 4755 Capital Circle NW, Tallahassee, FL 32303

91. 1201-2 Old Hopewell Rd., Tampa, FL 33619

92. 3921 East 19th Street, Texarkana, AR 71854

93. 5240 Willis Road, Theodore, AL 36582

94. 2232 Mountain Industrial Blvd., Tucker, GA 30084

95. 3709 Shiloh Road, Tyler, TX 75707

96. 3300 Electronics Way, West Palm Beach, FL 33407

97. 2405 Wrightsville Ave., Wilmington, NC 28403

98. 2708 Commerce Road, Wilson, NC 27894 (sublease)

99. 485 Stafford Umberger Dr., Wytheville, VA 24382

100. 144 East 8^th Street, North Platte, NE 69103

SCHEDULE 7.1(a)

EXISTING INDEBTEDNESS

1. Fleet Capital Leasing, Lease No. 35119 dated October 1, 2000 with a remaining balance on February 25, 2005 of $59,631.

2. Lease Agreement dated March 26, 2002 by and between HEF (NC-SC) QRS, 14-86, Inc., a Delaware corporation as Landlord and Heafner Tire Group, Inc., a Delaware corporation as Tenant representing a liability as expressed on American Tire’s balance sheet of $14,084,964.20.

3. Lease Agreement dated December 20, 2002 by and between PNB Capital Leasing LP as Lessor and Texas Market Tire, Inc. as Lessee with a remaining balance on February 25, 2002 of $105,032.

4. Lease Agreement dated April 30, 2001 by and between GE Polymerland and Heafner Tire Group, Inc. as Lessee with a remaining balance on February 25, 2005 of $373,639.

5. Reimbursement Obligations under Letter of Credit in favor of LaSalle Bank National Association dated March 21, 2002 to assure lease payments under Lease Agreement dated March 26, 2002 by and between HEF (NC-SC) QRS, 14-86, Inc., as Landlord and Heafner Tire Group, Inc., as Tenant in the aggregate amount $1,644,500.

6. Reimbursement Obligations under Letter of Credit in favor of Argonaut Insurance Company dated November 20, 2002 to assure payment of workers’ compensation claims for policy year October 1, 2002 to September 30, 2003 in the aggregate amount of $1,610,000.

7. Reimbursement Obligations under Letter of Credit in favor of Argonaut Insurance Company dated October 8, 2003 to assure payment of workers’ compensation claims for policy year October 1, 2003 to September 30, 2004 in the aggregate amount of $1,900,000.

8. Reimbursement Obligations under $325,000 Letter of Credit in favor Liberty Property Limited Partnership to assure lease payments by Itco Holding Company, Inc. under sale and leaseback of Orlando, Florida warehouse facility (face amount declines to zero over a period of three years provided certain balance sheet tests are met).

9. Reimbursement Obligations under Letter of Credit in favor of Argonaut Insurance Company dated October 12, 2004 to assure payment of workers’ compensation claims for policy year October 1, 2004 to September 30, 2005 in the aggregate amount of $1,500,000.

10. Debts and Guarantees from time to time arising under the Loan Documents.

11. Guarantees given by the Borrowers pursuant to the Senior Notes as in effect on the date hereof.

12. Promissory Note dated August 1, 2001 of Heafner Tire Group, Inc. in favor of Property Developers and Consultants, LLC in the original principal amount of $26,580.00 for financing the Cullman, AL distribution center leasehold improvements. The remaining balance is $11,418.

13. Promissory Note dated April 30, 2001 of Heafner Tire Group, Inc. in favor of GE Polymerland in the original principal amount of $489,653 for financing the Huntersville, NC Support Center furniture. The remaining balance is $229,779.

14. Promissory Note dated August 17, 2001 of Heafner Tire Group, Inc. in favor of Adele Associates in the original principal amount of $99,500 for financing the Medley, FL distribution center leasehold improvements. The remaining balance is $70,859.

15. Promissory Note dated May 6, 2003 of American Tire Distributors, Inc. in favor of Hitachi Credit America Corporation in the original principal amount of $765,824. The remaining balance is $95,728.

16. Promissory Note dated February 27, 2004 of American Tire Distributors, Inc. in favor of Oracle Credit Corporation in the original principal amount of $1,635,677. The remaining balance is $980,906.

17. Indebtedness outstanding in respect of Interest Rate Swap Agreement entered into by American Tire Distributors, Inc. and The Speed Merchant, Inc. with Fleet National Bank from time to time to manage exposure to fluctuations in interest rates. As of February 25, 2005, American Tire Distributors, Inc. had an Interest Rate Swap Agreement in place covering a notional amount of $50,000,000 of indebtedness expiring on June 30, 2006 at an interest rate of 2.14%.

18. Financing obligation dated February 19, 2004 of American Tire Distributors, Inc. in favor of Oracle Financing Division (OFD) with a maximum draw amount of $1,700,000 with a current outstanding amount of $992,294.

19. Promissory Note dated June 14, 2004 of American Tire Distributors, Inc in favor of General Electric Capital Corporation in the original principal amount of $716,396.95. The remaining balance is $586,774.

20. Financing obligation dated January 20, 2005 of American Tire Distributors, Inc. in favor of Oracle Financing Division (OFD) with a maximum draw amount of $3,377,760 with a current outstanding amount of $1,169,378.

21. Promissory Note dated January 19, 2005 of American Tire Distributors, Inc. in favor of Oracle Credit Corporation in the original amount of $1,872,557. The remaining balance is $1,641,345.

22. Guarantees on certain leases of Winston Tire Company of $11.2 million at January 2005.

SCHEDULE 7.2(g)

EXISTING LIENS

Lease Agreement dated March 26, 2002 by and between HEF (NC-SC) QRS, 14-86, Inc., a Delaware corporation as Landlord and American Tire, a Delaware corporation, as Tenant which evidences a landlord lien which relates to rights of landlord in and to these said properties but for which American Tire has a landlord lien waiver.

• 3099 Finger Mill Road, Lincolnton, NC 28092

• 4301 Wilkinson Boulevard, Charlotte, NC 28208

• 712 North Main Street, Mauldin, SC 29662

SCHEDULE 7.3(d)

EXISTING CONTINGENT OBLIGATIONS

Guarantees on certain leases listed below of Winston Tire Company of $11.2 million at January 2005.

WINSTON GUARANTEES

ADDRESS	LEASE DATE	EXPIRATION DATE	GUARANTY OBLIGATION*		COMMENTS
14351 Penasquitos Carmel Mountain Center West San Diego, CA	September 23, 1998; Certificate of Occupancy 8/14/2000	August 2015	$	1,566,704.92	Assigned to Big O May 4, 2001
8670 Frank Lloyd Wright Blvd Scottsdale, AZ	11/16/1998; Certificate of Occupancy 6/14/1999	November 15, 2019	$	2,439,855.03	Subleased to Sun Devil Auto Centers March 6, 2001
22972 Pacific Park Drive Aliso Viejo, CA 92656	April 3, 1998	May 31, 2008	$	649,578.60	Assigned to Aliso Autocare & Tire, Inc. April 30, 2001
444 South Vincent West Covina, CA 91790	March 1, 1999	February 28, 2016	$	1,467,192.79	Assigned to Big O March 2, 2000
2314 West Rosecrans Gardena, CA	January 10, 2000	December 31, 2012	$	467,739.79	Assigned to Saad Salib, July 2, 2001
15367 Los Gatos Blvd Los Gatos, CA			$	1,292,002.65	Assigned to Genuine Automotive July 13, 2001
6450 Dublin Blvd. Dublin, CA	August 15, 1999	August 14, 2014	$	3,357,995.32	Assigned to Halle Properties May 11, 2001
Guarantees on certain leases listed below of The Speed Merchant, Inc. of $9 million at March 2005.
THE SPEED MERCHANT LEASE GUARANTEES
ADDRESS	LEASE DATE	EXPIRATION DATE	GUARANTY OBLIGATION*		COMMENTS
2400 Main Street Chula Vista, CA	July 1, 2000	September 30, 2010	$	2,781,044.05
22411 S. Bonita Carson, CA	March 1, 2000	February 28, 2010	$	2,756,109.46
2330 S. Tenth Street San Jose, CA	January 31, 2001	January 31, 2006	$	59,093.19
3064 South Chestnut Avenue Fresno, CA	January 1, 2001	December 31, 2010	$	3,427,300.36

* in each case represents the aggregate remaining rental payments

SCHEDULE 7.6(l)

PERMITTED INVESTMENTS

1. Investments in Del-Nat Tire Corporation Debentures in an aggregate principal amount of approximately $91,124.87 as of September 15, 2003, plus accrued interest.

2. All payments made by American Tire Distributors, Inc. into the Defeasance Trust (as defined in the Existing Notes).

SCHEDULE 7.10

AFFILIATE TRANSACTIONS

Lease dated October 1, 1992, as amended between Harriett B. McBride and The J.H. Heafner Company, Inc. dba Heafner Tire Company (2504 Deansbridge Road, Augusta, GA 30906)

Lease dated July 16, 2004 between Tendalla, Ltd, a Texas limited liability company and American Tire Distributors, Inc. a Delaware corporation (2350 Clovis Barker Road, San Marcos, TX 78666)

Lease dated July 16, 2004 between Tendalla, Ltd, a Texas limited liability company and American Tire Distributors, Inc. a Delaware corporation (8308 Upland Avenue, Lubbock, TX 79424)

EXHIBIT A

Form of Revolving Credit Note

FORM OF [FOURTH] AMENDED AND RESTATED PROMISSORY NOTE

$                      Atlanta, Georgia   March     , 2005

FOR VALUE RECEIVED, the undersigned, AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation; 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 d/b/a BIG STATE TIRE SUPPLY; TARGET TIRE, INC., a North Carolina corporation; and ATD MERGERSUB, INC., a Delaware corporation (collectively, the “Borrowers”), hereby jointly and severally unconditionally promise to pay to the order of                                  (the “Lender”) at the offices of BANK OF AMERICA, N.A., a national banking association, as administrative and collateral agent for the Lenders (together with its successor agents, the “Administrative Agent”) located at                                 , or at such other place within the United States as shall be designated from time to time by the Administrative Agent, on the Revolving Credit Termination Date, the principal amount of                                          AND NO/100 DOLLARS ($             .00), or such lesser principal amount as may then constitute the aggregate unpaid balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to the Loan Agreement (as hereinafter defined), in lawful money of the United States of America in federal or other immediately available funds.

The Borrowers also jointly and severally unconditionally promise to pay interest on the unpaid principal amount of this Note outstanding from time to time for each day from the date hereof until such principal amount is paid in full (whether upon maturity, by reason of acceleration or otherwise) at the rates per annum and on the dates specified in the Loan Agreement applicable from time to time in accordance with the provisions thereof. Nothing contained in this Note or in this Loan Agreement shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate permitted by any applicable law. In the event that any rate of interest required to be paid hereunder exceeds the maximum rate permitted by applicable law, the provisions of the Loan Agreement relating to the payment of interest under such circumstances shall control.

This Fourth Amended and Restated Promissory Note is one of the Revolving Credit Notes referred to in the Fourth Amended and Restated Loan and Security Agreement dated as of March     , 2005 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”; terms defined in the Loan Agreement being used herein as therein defined), among the Borrowers, the Lender, the other financial institutions party thereto from time to time as “Lenders,” and the Administrative Agent, is subject to, and entitled to, all provisions and benefits of the Loan

Documents, is secured by the Collateral and other property as provided in the Loan Documents, is subject to optional and mandatory prepayment in whole or in part and is subject to acceleration prior to maturity upon the occurrence of one or more Events of Default, all as provided in the Loan Documents.

This [Fourth] Amended and Restated Promissory Note is made by the Borrowers in favor of the Lender in substitution and exchange for the Third Amended and Restated Revolving Credit Note dated March 19, 2004, payable to the order of the Lender in the original aggregate principal amount of $             , but not in extinguishment or as a novation of the Debt evidenced by such Note.

Presentment for payment, demand, protest and notice of demand, notice of dishonor, notice of non-payment and all the other notices are hereby waived by the Borrowers, except to the extent expressly provided in the Loan Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

The Borrowers hereby jointly and severally agree to pay on demand all costs and expenses as provided in the Loan Agreement which are incurred in collecting the Secured Obligations hereunder or in enforcing or attempting to enforce any of the Lender’s rights hereunder.

The provisions of Section 11.14 of the Loan Agreement are hereby expressly incorporated herein.

The [Fourth] Amended and Restated Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law.

IN WITNESS WHEREOF, the undersigned have executed this Fourth Amended and Restated Promissory Note as of the day and year first above written.

	BORROWERS:
	AMERICAN TIRE DISTRIBUTORS, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
Attest:	THE SPEED MERCHANT, INC.
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
Attest:	T.O. HAAS HOLDING CO., INC.
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
Attest:	T.O. HAAS TIRE COMPANY, INC.
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

	TEXAS MARKET TIRE HOLDINGS I, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TEXAS MARKET TIRE, INC., d/b/a Big State Tire Supply
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TARGET TIRE, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	ATD MERGERSUB, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

EXHIBIT B

Form of Swing Line Note

$15,000,000.00	Atlanta, Georgia
	March     , 2005

FOR VALUE RECEIVED, the undersigned, AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation, THE SPEED MERCHANT, INC., a California corporation, T.O. HAAS HOLDING CO., INC., a Nebraska corporation, and 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 d/b/a BIG STATE TIRE SUPPLY; TARGET TIRE, INC., a North Carolina corporation; and ATD MERGERSUB, INC., a                                  (collectively, the “Borrowers”), hereby jointly and severally unconditionally promise to pay to the order of                                  (the “Swingline Lender”) at the offices of BANK OF AMERICA, N.A., as administrative and collateral agent for the Lenders (together with its successor agents, the “Administrative Agent”) located at                                 , or at such other place within the United States as shall be designated from time to time by the Administrative Agent, on the Revolving Credit Termination Date, the principal amount of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000), or such lesser principal amount as may then constitute the aggregate unpaid balance of all Swingline Loans made by the Swingline Lender to the Borrowers pursuant to the Loan Agreement (as hereinafter defined), in lawful money of the United States of America in federal or other immediately available funds.

The Borrowers also jointly and severally unconditionally promise to pay interest on the unpaid principal amount of this Note outstanding from time to time for each day from the date hereof until such principal amount is paid in full (whether upon maturity, by reason of acceleration or otherwise) at the rates per annum and on the dates specified in the Loan Agreement applicable from time to time in accordance with the provisions thereof. Nothing contained in this Note or in the Loan Agreement shall be deemed to establish or requires the payment of a rate of interest in excess of the maximum rate permitted by any applicable law. In the event that any rate of interest required to be paid hereunder exceeds the maximum rate permitted by applicable law, the provisions of the Loan Agreement relating to the payment of interest under such circumstances shall control.

This Note is the Swingline Note referred to in the Fourth Amended and Restated Loan and Security Agreement dated as of March     , 2005 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”; unless otherwise defined herein, terms defined therein being used in this Note as therein defined), by and among the Borrowers, the Swingline Lender, the other financial institutions party thereto from time to time as “Lenders,” and the Administrative Agent, is subject to, and entitled to, all provisions and benefits of the Loan Documents, is secured by the Collateral and other property as provided in the Loan Documents, is subject to optional and mandatory prepayment in whole or in part and is subject to acceleration prior to maturity upon the occurrence of one or more Events of Default, all as provided in the Loan Documents.

Presentment for payment, demand, protest and notice of demand, notice of dishonor, notice of non-payment and all other notices are hereby waived by the Borrowers, except to the extent

expressly provided in the Loan Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

The Borrowers herby jointly and severally agree to pay on demand all costs and expenses as provided in the Loan Agreement which are incurred in collecting the Secured Obligations hereunder or in enforcing or attempting to enforce any of the Swingline Lender’s rights hereunder.

The provisions of Section 11.14 of the Loan Agreement are hereby expressly incorporated herein.

This Swingline Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law.

IN WITNESS WHEREOF, the undersigned have executed this Swingline Note as of the day and year first above written.

	BORROWERS:
	AMERICAN TIRE DISTRIBUTORS, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	THE SPEED MERCHANT, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	T.O. HAAS HOLDING CO., INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	T.O. HAAS TIRE COMPANY, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

	TEXAS MARKET TIRE HOLDINGS I, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TEXAS MARKET TIRE, INC., d/b/a Big State Tire Supply
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TARGET TIRE, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	ATD MERGERSUB, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

EXHIBIT C

Form of Assignment and Acceptance

Reference is made to the Fourth Amended and Restated Loan and Security Agreement dated as of March     , 2005 (as amended, modified, supplemented or restated, the “Loan Agreement”), by and among American Tire Distributors, Inc., a Delaware corporation, 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 d/b/a Big State Tire Supply, Target Tire, Inc., a North Carolina corporation, ATD Mergersub, Inc., a Delaware corporation, ATD, Speed Merchant, Haas Holding, Haas Tire (collectively, the “Borrowers”), the financial institutions party thereto from time to time (the “Lenders”), the Co-Syndication Agents, and Bank of America, N.A., as administrative and collateral agent for the Lenders (together with its successor agents, the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein that are defined in the Loan Agreement are used with the meanings therein ascribed to them.

                                                                                                                                (“Assignor”) and                                                   (“Assignee”) agree as follows:

1. Assignor hereby sells and assigns to Assignee, the Assignee hereby purchases and assumes from Assignor, an interest in and to such of Assignor’s rights and obligations as a Lender under the Loan Agreement as of the Effective Date (as hereinafter defined) as represents a     % interest in and to the outstanding rights and obligations of Assignor thereunder (before giving effect to any other assignment by Assignor that is not yet effective) and a     % interest in and to all of the outstanding rights and obligations of the Lenders thereunder as of the Effective Date (including, without limitation, such percentage interest in the Revolving Credit Loans and Letter of Credit Obligations owing to the Assignor outstanding on the Effective Date, together with such percentage interest in all unpaid interest and such percentage interest in the Notes held by the Assignor). Assignee shall have no interest in any interest that is payable with respect to a period prior to the Effective Date.

2. Assignor (i) represents that as of the date hereof, its Commitment under the Loan Agreement is $            , the outstanding balance of its Revolving Credit Loans is $             and the aggregate amount of its interest in Letter of Credit Obligations is $             (in each case unreduced by any assignments thereof which have not yet become effective); (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien or encumbrance; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other Person or the performance or observance by the Borrowers or any other Person of any of its obligations under the Loan Agreement or any other Loan Documents.

3. Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement together with copies of the most recent financial statements delivered pursuant to Section 9.1

thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Co-Syndication Agents, Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as administrative and collateral agent on its behalf and to exercise such powers under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will be bound by the provisions of the Loan Agreement and that it will perform in accordance with their terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vii) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; (viii) agrees that it will keep confidential all information with respect to the Borrowers furnished to it by or on behalf of the Borrowers or Assignor, except where required or requested by governmental or regulatory authorities (other that information generally available to the public or otherwise available to Assignee on a nonconfidential basis); (ix) agrees and covenants that the lesser of (A) the Minimum Commitment and (B) the aggregate outstanding principal amount of the Revolving Credit Loans and Letter of Credit Obligations assigned to Assignee hereby shall not be assigned, participated or otherwise transferred by Assignee to any other assignee; and (x) represents and warrants that it is organized under the laws of a jurisdiction in the United States of America.

4. The effective date for this Assignment and Acceptance shall be                         ,              (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent.

5. Upon such acceptance and recording, from and after the Effective Date, (i) Assignee shall be a party of the Loan Agreement and, to the extent provided in this Assignment and Acceptance, shall have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof, and (ii) Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

6. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to Assignee. Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this Assignment and Acceptance directly between themselves.

7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to any provision which would render such choice of law invalid.

ASSIGNOR:
	By:
	Name:
	Title:
ASSIGNOR:
	By:
	Name:
	Title:
Accepted this      day of                 ,         .
Bank of America, N.A., as Administrative Agent
By:
Name:
Title:

EXHIBIT D

Form of Parent Guarantee

CONTINUING GUARANTY AGREEMENT

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made and executed this      day of March, 2005, by AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation with a mailing address at 280 Park Avenue, 36^th Floor, New York, New York 10017 (herein called “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association, as collateral and administrative agent for the Guaranteed Parties (as identified below) (together with its successors and assigns in such capacity, the “Agent”), with a mailing address at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339.

Recitals:

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 (“Holdings”), TEXAS MARKET TIRE, INC., a Texas corporation doing business as Big State Tire Supply (“Big State”), and TARGET TIRE, INC., a North Carolina corporation (“Target”), and ATD MERGERSUB, INC., a Delaware corporation (“MergerCo”; American Tire, Speed Merchant, Haas Holding, Haas Tire, Holdings, Big State, Target and MergerCo are referred to hereinafter individually as a “Borrower” and collectively as the “Borrowers”), the various financial institutions that are parties thereto from time to time as the Guaranteed Parties (“Lenders”, and together with Agent, the “Guaranteed Parties”), Agent and the other agents named therein have entered into a certain Fourth Amended and Restated Loan and Security Agreement dated of even date herewith (as at any time amended, restated, modified or supplemented, the “Loan Agreement”). Pursuant to the Loan Agreement, Agent and Lenders have agreed, subject to all the terms and conditions thereof, to make loans and other extensions of credit to Borrowers from time to time secured by a security interest in and lien upon certain of Borrowers’ assets.

A condition set forth in the Loan Agreement to the Guaranteed Parties’ obligations to make loans or other extensions of credit to Borrowers is Guarantor’s execution and delivery to Agent of this Guaranty.

To induce the Guaranteed Parties to make loans or otherwise extend credit or other financial accommodations from time to time to Borrowers under the Loan Agreement, Guarantor is willing to execute this Guaranty.

Agreement:

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, Guarantor hereby agrees as follows:

1. Definitions; Rules of Construction. Capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Loan Agreement. As used herein, the words “herein,” “hereof,” “hereunder,” and “hereon” shall have reference to this Guaranty taken as a whole and not to any particular provision hereof; and the word “including” shall mean “including, without limitation.”

2. Guaranty. (a) Guarantor hereby unconditionally and absolutely guarantees to Agent the due and punctual payment, performance and discharge (whether upon stated maturity, demand, acceleration or otherwise in accordance with the terms thereof) of all of the Secured Obligations (all Secured Obligations being jointly referred to hereinafter as the “Guaranteed Obligations”). Without limiting the generality of the foregoing, the term “Guaranteed Obligations” as used herein shall include all debts, liabilities and obligations incurred by a Borrower to the Guaranteed Parties in any bankruptcy case of such Borrower and any interest, fees or other charges accrued in any such bankruptcy, whether or not any such interest, fees or other charges recoverable from such Borrower or such Borrower’s estate under 11 U.S.C. § 506.

(b) Neither Agent nor any of the Guaranteed Parties shall be under any obligation to marshal any assets in favor of Guarantor or in payment of any of the Guaranteed Obligations. If and to the extent Agent receives any payment on account of any of the Guaranteed Obligations (whether from Borrowers, Guarantor or a third party obligor or from the sale or other disposition of any collateral) and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then the part of the Guaranteed Obligations intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made. The foregoing provisions of this paragraph shall survive the termination of this Guaranty.

(c) Agent, for and on behalf of the Guaranteed Parties, shall have the right to seek recourse against Guarantor to the full extent provided for herein and against Borrowers to the full extent provided for in any of the Loan Documents. No election to proceed in one form of action or proceeding, or against any Person, or on any obligation, shall constitute a waiver of Agent’s right to proceed in any other form of action or proceeding or against any other Person unless Agent has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by Agent against Borrowers under the Loan Documents or any other instrument or agreement evidencing or securing Guaranteed Obligations shall serve to diminish the liability of Guarantor for the balance of the Guaranteed Obligations.

3. Nature of Guaranty. This Guaranty is a primary, immediate and original obligation of Guarantor; is an absolute, unconditional, continuing and irrevocable guaranty of payment of the Guaranteed Obligations and not of collectibility only; is not contingent upon the exercise or enforcement by the Guaranteed Parties of whatever rights or remedies the Guaranteed Parties may have against Borrowers or others, or the enforcement of any Lien or realization upon any Collateral or other security that Agent or any of the other Guaranteed Parties may at any time possess; and shall remain in full force and effect without regard to future changes in conditions, including change of law or any invalidity or unenforceability of any of the Guaranteed Obligations or agreements evidencing same. This Guaranty shall be in addition to any other present or future guaranty or other security for any of the Guaranteed Obligations, shall not be prejudiced or unenforceable by the invalidity of any such other guaranty or security, and is not conditioned upon or subject to the execution by any other Person of this Guaranty or any other guaranty or suretyship agreement.

4. Payment of Guaranteed Obligations. (a) If Guarantor should dissolve or become insolvent (within the meaning of the Uniform Commercial Code), or if an Event of Default shall occur and be continuing, then, in any such event and whether or not any of the Guaranteed

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Obligations are then due and payable or the maturity thereof has been accelerated or demand for payment thereof has been made, Agent may, on behalf of the Guaranteed Parties, without notice to Guarantor, make the Guaranteed Obligations immediately due and payable hereunder as to Guarantor and Agent shall be entitled to enforce the obligations of Guarantor hereunder as if the Guaranteed Obligations were then due and payable in full. If any of the Guaranteed Obligations are collected by or through an offering at law, Guarantor agrees to pay to the Guaranteed Parties reasonable attorneys’ fees and court costs.

(b) Guarantor’s payment of the Guaranteed Obligations shall be without setoff or other deductions, irrespective of any counterclaim, defense (other than payment in full of the Guaranteed Obligations) or other claim that Guarantor may have or assert at any time. If for any reason any Borrower has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, or if any of the Guaranteed Obligations become unrecoverable from any Borrower by reason of such Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on Guarantor to the same extent as if Guarantor had at all times been the principal obligor on all such Guaranteed Obligations. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of debt or for any other reason, all such amounts otherwise subject to acceleration under the terms of any Loan Documents or other instrument or agreement evidencing or securing the payment of the Guaranteed Obligations shall be immediately due and payable by Guarantor.

(c) The books and records of Agent showing the amounts owed to the Guaranteed Parties by Borrowers shall be admissible in evidence in any action or proceeding against or involving Guarantor as prima facie proof of the items therein set forth, and the monthly statements of Agent rendered to Borrowers, to the extent no written objection thereto is made within 30 days from the date of sending thereof to Borrowers, shall be deemed conclusively correct, absent manifest error and shall constitute an account stated among the Guaranteed Parties and Borrowers and shall be binding on Guarantor.

5. Specific Waivers of Guarantor. (a) To the fullest extent permitted by applicable law, Guarantor does hereby waive notice of Agent’s acceptance hereof and reliance hereon; notice of the extension of credit from time to time by the Guaranteed Parties to Borrowers and the creation, existence or acquisition of any Guaranteed Obligations; notice of the amount of Guaranteed Obligations of Borrowers to the Guaranteed Parties from time to time, (subject, however, to Guarantor’s right to make inquiry of Agent to ascertain the amount of Guaranteed Obligations at any reasonable time); notice of any adverse change in any Borrower’s financial condition or of any other fact which might increase Guarantor’s risk; notice of presentment for payment, demand, protest and notice thereof as to any instrument; notice of default or acceleration; all other notices and demands to which Guarantor might otherwise be entitled; any right Guarantor may have, by statute or otherwise, to require Agent or the other Guaranteed Parties to institute suit against any Borrower after notice or demand from Guarantor or to seek recourse first against any Borrower or otherwise, or to realize upon any security for the Guaranteed Obligations, as a condition to enforcing Guarantor’s liability and obligations hereunder; any defense that any Borrower may at any time have or assert based upon the statute of limitations, the statue of frauds, failure of consideration, fraud, bankruptcy, lack of legal capacity, usury, or accord and satisfaction; any defense that other indemnity, guaranty, or security was to be obtained; any defense or claim that any Person purporting to bind any Borrower to the payment of any of the Guaranteed Obligations did not have actual or apparent authority to do so; any right to contest the commercial reasonableness of the disposition of any Collateral; any defense or claim that any other act or failure to act by Agent had the effect of increasing Guarantor’s risk of

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payment; and any other legal or equitable defense to payment hereunder. Without limiting the generality of the foregoing, Guarantor waives all rights under applicable law to require Agent or the other Guaranteed Parties to proceed against Borrowers.

(b) To the fullest extent permitted by applicable law, Guarantor also hereby waives and renounces (for itself and its successors) any and all rights or defenses arising by reason of any “one action” or “anti-deficiency” law which would otherwise prevent Agent or the other Guaranteed Parties from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of setoff) against Guarantor before or after the Guaranteed Parties’ commencement or completion of any foreclosure action, whether by judicial action, by exercise of power of sale or otherwise, or any other law which in any other manner would otherwise require any election of remedies by Agent or any of the other Guaranteed Parties; and any right that Guarantor may have to claim or recover in any litigation arising out of this Guaranty or any of the other Loan Documents, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.

6. Guarantor’s Consents and Acknowledgments. (a) Guarantor consents and agrees that, without notice to or by Guarantor and without reducing, releasing, diminishing, impairing or otherwise affecting the liability or obligations of Guarantor hereunder, Agent, on behalf of the Guaranteed Parties, may (with or without consideration) compromise or settle any of the Guaranteed Obligations; accelerate the time for payment of any of the Guaranteed Obligations; extend the period of duration or the time for the payment, discharge or performance of any of the Guaranteed Obligations; increase the amount of the Guaranteed Obligations; refuse to enforce, or release all or any Persons liable for the payment of, any of the Guaranteed Obligations; increase, decrease or otherwise alter the rate of interest payable with respect to the principal amount of any of the Guaranteed Obligations or grant other indulgences to Borrowers in respect thereof; amend, modify, terminate, release, or waive any Loan Documents or any other documents or agreements evidencing, securing or otherwise relating to the Guaranteed Obligations (other than this Guaranty); release, surrender, exchange, modify or impair, or consent to the sale, transfer or other disposition of, any Collateral or other property at any time securing (directly or indirectly) any of the Guaranteed Obligations or on which Agent, for the benefit of the Guaranteed Parties, may at any time have a Lien; fail or refuse to perfect (or to continue the perfection of) any Lien granted or conveyed to Agent, for the benefit of the Guaranteed Parties, with respect to any Collateral, or to preserve rights to any Collateral, or to exercise care with respect to any Collateral in Agent’s, or any of the Guaranteed Parties’, possession; extend the time of payment of any Collateral consisting of accounts, notes, chattel paper or other rights to the payment of money; refuse to enforce or forbear from enforcing its rights or remedies with respect to any Collateral or any Person liable for any of the Guaranteed Obligations or make any compromise or settlement or agreement therefor in respect of any Collateral or with any party to the Guaranteed Obligations; or release or substitute any one or more of the endorsers or guarantors of the Guaranteed Obligations, whether parties to this Guaranty or not.

(b) Guarantor is fully aware of the financial condition of Borrowers. Guarantor delivers this Guaranty based solely upon Guarantor’s own independent investigation and in no part upon any representation or statement of the Guaranteed Parties with respect thereto. Guarantor is in a position to and hereby assumes full responsibility for obtaining any additional information concerning Borrowers’ financial condition as Guarantor may deem material to Guarantor’s obligations hereunder and Guarantor is not relying upon, nor expecting Agent or any of the other Guaranteed Parties to furnish Guarantor any information in the Guaranteed Parties’ possession

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concerning, Borrowers’ financial condition. If Agent, in its sole discretion, undertakes at any time or from time to time to provide any information to Guarantor regarding Borrowers, any of the Collateral or any transaction or occurrence in respect of any of the Loan Documents, neither Agent nor any of the other Guaranteed Parties shall be under any obligation to update any such information or to provide any such information to Guarantor or any subsequent occasion. Guarantor hereby knowingly accepts the full range of risks encompassed within a contract of “Guaranty,” which risks include, without limitation, the possibility that Borrowers will contract additional Guaranteed Obligations for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay its lawful debts when they fall due has deteriorated.

(c) Except as may be expressly permitted in the Loan Documents with respect to the Transactions, Guarantor shall not at any time:

(i) engage in any business, other than (A) the Transactions and the other transactions permitted by this subsection (c), and (B) the ownership of the Capital Stock of American Tire and MergerCo, and businesses incidental thereto;

(ii) create, incur, assume or suffer to exist any Indebtedness except (A) as evidenced by the Parent Notes or any refinancing of the Parent Notes (plus principal in lieu of cash interest or accretion and plus up to 6% of fees and expenses in connection with such refinancing) so long as each of the Refinancing Conditions is satisfied as determined by Agent, and (B) $290,000,000 of unsecured Indebtedness in connection with the refinancing of Senior Notes (plus any principal amounts issued in lieu of cash interest or accretion and up to 6% of fees and expenses in connection with such refinancing) so long as each of the Refinancing Conditions is satisfied as determined by Agent, and (C) other unsecured Indebtedness so long as each of the following conditions is satisfied as reasonably determined by Agent: (1) the proceeds of such Indebtedness shall be contributed promptly to American Tire for use as working capital and shall not be used by Holdings for any other purpose, (2) no Borrower shall (nor shall be permitted to) guarantee such Indebtedness, (3) no Event of Default shall exist at the time or result therefrom and (4) Excess Availability at the time and after giving pro forma effect thereto is at least $25,000,000;

(iii) create, incur, assume or suffer to exist any lien on its assets except a Permitted Lien (as defined below); or

(iv) assume, endorse or be or become liable for, or guarantee, directly or indirectly, any indebtedness for borrowed money or obligation of any other Person except (A) this guarantee of the Guaranteed Obligations, (B) the guarantee by Guarantor of the Senior Notes so long as such guarantee is unsecured and is subordinated to the Guaranteed Obligations, and (C) the guarantee of unsecured Indebtedness permitted to be incurred by any of the Borrowers under the Loan Agreement so long as such guarantee is unsecured and subordinated to the Guaranteed Obligations.

As used herein, “Permitted Liens” shall mean (i) Liens in favor of the Agent in the Capital Stock of American Tire and MergerCo arising from the Parent Pledge Agreement, (ii) Liens for taxes, assessments and governmental charges not yet delinquent or which are being Properly Contested, and (iii) such other Liens as are consented to pursuant to the Loan Documents or in writing by the Agent.

7. Continuing Nature of Guaranty. (a) This Guaranty shall continue in full force and effect until the Guaranteed Obligations have been fully paid and discharged (or, in the case of contingent obligations, such as those arising from Letters of Credit, cash collateralized as required by the Loan Documents) and all financing commitments under the Loan Agreement or otherwise have been terminated. Guarantor acknowledges that there may be future advances by the Guaranteed Parties to Borrowers (although the Guaranteed Parties may be under no obligation to make such

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advances) and that the number and amount of the Guaranteed Obligations are unlimited and may fluctuate from time to time hereafter, and this Guaranty shall remain in force at all times hereafter, whether there are any Guaranteed Obligations outstanding from time to time or not.

(b) To the fullest extent permitted by applicable law, Guarantor waives any right that Guarantor may have to terminate or revoke this Guaranty. If, notwithstanding the foregoing waiver, Guarantor shall nevertheless have any right under applicable law to terminate or revoke this Guaranty, which right cannot be waived by Guarantor, such termination or revocation shall not be effective until a written notice of such termination or revocation, specifically referring to this Guaranty and signed by Guarantor, is actually received by an officer of Agent who is familiar with Borrowers’ account with the Guaranteed Parties and this Guaranty; but any such termination or revocation shall not affect the obligation of Guarantor or Guarantor’s successors or assigns with respect to any of the Guaranteed Obligations owing to the Guaranteed Parties and existing at the time of the receipt by Agent of such revocation or to arise out of or in connection with any transactions theretofore entered into by the Guaranteed Parties with or for the account of Borrowers. If any of the Guaranteed Parties grant loans or other extensions of credit to or for the benefit of Borrowers or takes other action after the termination or revocation by Guarantor but prior to Agent’s receipt of such written notice of termination or revocation, then the rights of Agent and the Guaranteed Parties hereunder with respect thereto shall be the same as if such termination or revocation had not occurred.

8. Agent’s Offset Rights. In addition to all Liens upon and rights of setoff that Agent or any of the other Guaranteed Parties may have against Guarantor or any property of Guarantor under any other agreement with Guarantor or pursuant to applicable law, Agent shall have, for the benefit of the Guaranteed Parties, with respect to Guarantor’s obligations under this Guaranty and to the extent permitted by law, a contractual right of setoff against Guarantor. This right of setoff maybe exercised without demand upon or notice to Guarantor.

9. Subordination; Postponement of Subrogation Rights. (a) Any and all present and future debts and obligations of Borrowers to Guarantor are hereby waived and postponed in favor of and subordinated to the full payment of the Guaranteed Obligations by Borrowers to the Guaranteed Parties. If any payment shall be made to Guarantor on account of any indebtedness owing by Borrowers to Guarantor during any time that any Guaranteed Obligations are outstanding, Guarantor shall hold such payment in trust for the benefit of the Guaranteed Parties and shall make such payments to Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the discretion of Agent. The provisions of this Guaranty shall be supplemental to and not in derogation of any rights and remedies of the Guaranteed Parties or any affiliate of the Guaranteed Parties under any separate subordination agreement that Agent or such affiliate may at any time or from time to time enter into with Guarantor.

(b) Until the Guaranteed Obligations have been paid in full and the Loan Agreement has been terminated, Guarantor shall have no claim, right or remedy (whether or not arising in equity, by contract or applicable law) against Borrowers or any other Person by reason of Guarantor’s payment or other performance hereunder. Without limiting the generality of the foregoing, Guarantor hereby subordinates to the full and final payment of the Guaranteed Obligations any and all legal or equitable rights or claims that Guarantor may have to reimbursement, subrogation, indemnity and exoneration and agrees that until all of the Guaranteed Obligations have been paid in full and the Loan Agreement has been terminated, Guarantor shall have no recourse to any assets or property of Borrowers (including any Collateral) and no right of recourse against or

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contribution from any other Person in any way directly or contingently liable for any of the Guaranteed Obligations, whether any of such rights arise under contract, in equity or under applicable law.

10. Other Guaranties. If on the date of Guarantor’s execution of this Guaranty or at any time thereafter any of the Guaranteed Parties receives any other guaranty from Guarantor or from any other Person of any of the Guaranteed Obligations, the execution and delivery to Agent or such other Guaranteed Party and Agent’s or such other Guaranteed Party’s acceptance of any such additional guaranty shall not be deemed in lieu of or to supersede, terminate or diminish this Guaranty, but shall be construed as an additional or supplementary guaranty unless otherwise expressly provided in such additional or supplementary guaranty; and if, prior to the date hereof, Guarantor or any other Person has given to any of the Guaranteed Parties a previous guaranty or guaranties, this Guaranty shall be construed to be an additional or supplementary guaranty and not to be in lieu thereof or to supersede, terminate or diminish such previous guaranty or guaranties.

11. Application of Payments. Unless otherwise required by law or a specific agreement to the contrary, all payments received by Agent or any of the other Guaranteed Parties from Borrowers, Guarantor or any other Person with respect to the Guaranteed Obligations or from proceeds of the Collateral may be applied (or reversed and reapplied) by Agent to the Guaranteed Obligations in such manner and order as Agent desires, in its sole discretion, without affecting in any manner Guarantor’s liability hereunder.

12. Limitation on Guaranty. To the extent any performance of this Guaranty would violate any applicable usury statute or other applicable law, the obligation to be fulfilled shall be reduced to the limit legally permitted, so that this Guaranty shall not require any performance in excess of the limit legally permitted, but such obligations shall be fulfilled to the limit of legal validity. Nothing in this Guaranty shall be construed to authorize the Guaranteed Parties to collect from Guarantor any interest that has not yet accrued, is unearned or subject to rebate or is otherwise not entitled to be collected by the Guaranteed Parties under applicable law. The provisions of this paragraph shall control every other provision of this Guaranty.

13. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and shall be effective upon receipt by the noticed party. Acceptable methods for giving notices hereunder shall include first-class U.S. mail, facsimile transmission and commercial courier service. Regardless of the manner in which notice is provided, notices may be sent to the addresses for Agent and Guarantor as set forth above or to such other address as either party may give to the other for such purpose in accordance with this Section.

14. Governing Law; Venue. This Guaranty, all acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed, construed and interpreted according to the internal laws of the State of New York without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law. All actions, suits or proceedings arising directly or indirectly hereunder may, at the option of Agent, be litigated in courts having suits within the State of New York, and Guarantor hereby expressly consents to the jurisdiction of any state or federal court located within said state and agrees that any service of process in such action or proceedings may be made by personal service upon Guarantor wherever Guarantor may be then located, or by certified or registered mail directed to Guarantor at Guarantor’s last known address; provided, however, that the foregoing shall not prevent Agent or any of the other

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Guaranteed Parties from bringing any action, enforcing any Lien or judgment or exercising any rights or remedies against Guarantor, against any Collateral, or against any property of Guarantor, within any other county, state or other foreign or domestic jurisdiction. Guarantor waives any objection to venue and any objection based on a more convenient form in any action instituted under this Guaranty.

15. Successors and Assigns. All the rights, benefits and privileges of Agent shall vest in, and be enforceable by Agent and its successors and assigns. Agent may, without notice to Guarantor, assign this Guaranty, in whole or in part. This Guaranty shall be binding upon Guarantor and Guarantor’s successors and assigns.

16. Miscellaneous. This Guaranty expresses the entire understanding of the parties with respect to the subject matter hereof and may not be changed orally, and no obligation of Guarantor can be released or waived by Agent or any officer or agent of Agent, except by a writing signed by a duly authorized officer of Agent. If any part of this Guaranty is determined to be invalid, the remaining provisions of this Guaranty shall be unaffected and shall remain in full force and effect. No delay or omission on Agent’s or any of the Guaranteed Parties’ part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Agent’s or any of the Guaranteed Parties’ action or inaction impair any such right or power, and all of the Guaranteed Parties’ rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies that any of the Guaranteed Parties may have under other agreements, at law or in equity. Time is of the essence of this Guaranty and of each provision hereof. The section headings in this Guaranty are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of this Guaranty. This Guaranty may be executed in multiple counterparts, all of which taken together shall constitute one and the same Guaranty and the signature page of any counterpart may be removed therefrom and attached to any other counterpart.

17. Jury Trial Waiver. Guarantor and Agent each hereby waives the right to a jury trial in any action, suit, proceeding or counterclaim arising out of or related to this Guaranty and Guarantor further waives rights arising under applicable statutes or otherwise to require Agent or any of the Guaranteed Parties to institute suit against any Borrower or to exhaust Agent’s rights and remedies against any Borrower or any Collateral, Guarantor being bound to the payment of any and all indebtedness of Borrowers to the Guaranteed Parties, whether now existing or hereafter accruing as fully as if such indebtedness were directly owing to the Guaranteed Parties by Guarantor.

[this space intentionally left blank; signatures on following page]

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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be signed, sealed and delivered by its duly authorized officers, on the day and year first written above.

ATTEST:	AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
	(“Guarantor”)
	By:
Secretary	Title:
[CORPORATE SEAL]

EXHIBIT E

Form of Parent Pledge Agreement

STOCK PLEDGE AGREEMENT

This STOCK PLEDGE AGREEMENT (this “Agreement”) is made and entered into this      day of March, 2005, by and between AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Pledgor”), and BANK OF AMERICA, N.A., a national banking association, as collateral and administrative agent for the Lenders (as identified below) (together with its successors and assigns in such capacity, the “Agent”).

Recitals:

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 (“Holdings”), TEXAS MARKET TIRE, INC., a Texas corporation doing business as Big State Tire Supply (“Big State”), and TARGET TIRE, INC., a North Carolina corporation (“Target”), and ATD MERGERSUB, INC., a Delaware corporation (“MergerCo”; American Tire, Speed Merchant, Haas Holding, Haas Tire, Holdings, Big State, Target and MergerCo are referred to hereinafter individually as a “Borrower” and collectively as the “Borrowers”), the various financial institutions that are parties thereto from time to time as lenders (“Lenders”), Agent and the other agents named therein have entered into a certain Fourth Amended and Restated Loan and Security Agreement dated of even date herewith (as at any time amended, restated, modified or supplemented, the “Loan Agreement”), pursuant to which Lenders may from time to time make loans or extend other financial accommodations to or for the benefit of Borrowers.

Pursuant to the terms of a certain Continuing Guaranty Agreement dated the date hereof in favor of Agent (as at any time amended, the “Guaranty”), Pledgor has guaranteed the payment and performance to Agent, for the benefit of itself and the other Secured Parties, of all Secured Obligations.

A condition to the continued making of any loans under the Loan Agreement is Pledgor’s pledge to Agent, for the benefit of itself and the other Secured Parties, of all of the issued and outstanding shares of the capital stock of each of American Tire and MergerCo, as security for the Secured Obligations, whether arising under the Loan Agreement or under any other instrument or agreement evidencing or securing all or any part of the Secured Obligations (the Loan Agreement and all such other instruments and agreements being collectively called, together with all amendments thereto, the “Loan Documents”), and as security for the Guaranty.

NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid to Pledgor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the timely payment and performance of the Secured Obligations and the Guaranty, Pledgor agrees as follows:

1. Definitions. Capitalized terms used herein, unless otherwise defined, shall have the meaning ascribed to them in the Loan Agreement. As used herein, the following terms shall have the following meanings:

“Company” shall mean American Tire and MergerCo, and the term “Companies” shall mean both of them.

“Pledged Collateral” shall have the meaning ascribed to in Section 2 hereof.

“Power” shall have the meaning ascribed to it in Section 2 hereof.

“Stock” shall mean and include the following:              shares of the capital stock of American Tire, evidenced by Stock Certificate No.              ; and              shares of the capital stock of MergerCo evidenced by Stock Certificate No.             .

2. Pledge; Agent’s Duties.

(a) Pledgor hereby pledges, assigns, transfers, sets over and delivers to Agent, for its benefit and the benefit of the other Secured Parties, and hereby grants to Agent, for its benefit and the benefit of the other Secured Parties, a security interest in all of the Stock and all options for the purchase of shares of capital stock of any Company, herewith delivered to Agent, for its benefit and the benefit of the other Secured Parties, accompanied by stock powers (“Powers”) duly executed in blank, with signatures properly attested, and all proceeds thereof and all dividends at any time payable in connection therewith (said Stock, Powers, proceeds and dividends hereinafter collectively called the “Pledged Collateral”), as security for the due and punctual payment and performance of the Secured Obligations and the Guaranty.

(b) Agent shall have no duty with respect to any of the Pledged Collateral other than the duty to use reasonable care in the safe custody of any tangible items of the Pledged Collateral in its possession. Without limiting the generality of the foregoing, Agent shall be under no obligation to sell any of the Pledged Collateral or otherwise to take any steps necessary to preserve the value of any of the Pledged Collateral or to preserve rights in the Pledged Collateral against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of Pledgor.

3. Voting Rights. During the term of this Agreement, and so long as no Event of Default shall exist, Pledgor shall have the right to vote all or any portion of the Stock on all corporate questions for all purposes not inconsistent with the terms of this Agreement or any of the other Loan Documents. To that end, if Agent transfers all or any portion of the Pledged Collateral, into its name or the name of its nominee, to the extent authorized to do so under this Agreement or any of the other Loan Documents, Agent shall, upon the request of Pledgor, unless an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Collateral. Pledgor hereby grants to Agent, effective upon or after the occurrence of any Event of Default, an IRREVOCABLE PROXY pursuant to which Agent shall be entitled to exercise all voting powers pertaining to the Pledged Collateral, including to call and attend all meetings of the shareholders of the Companies to be held from time to time with full power to act and vote in the name, place and stead of Pledgor (whether or not the Stock shall have been transferred into its name or the name of its nominee or nominees), give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof, and any and all proxies theretofore executed by Agent shall terminate and thereafter be null and void and of no effect whatsoever.

4. Collection of Dividend Payments. During the term of this Agreement, and so long as there shall not occur or exist any Event of Default, Pledgor shall have the right to receive and retain any and all dividends payable by any Company on account of any of the Pledged Collateral except as otherwise provided in the Loan Documents. Upon or after the occurrence of any Event of Default, all dividends payable by any Company on account of any of the Pledged Collateral shall be paid to Agent, for the benefit of itself and the other Secured Parties, and any such sum received by Pledgor shall be deemed to be held by Pledgor in trust for the benefit of Agent and the other Secured Parties and shall be forthwith turned over to Agent for application by Agent to the Secured Obligations in such order of application as is specified in the Loan Agreement.

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5. Representations and Warranties of Pledgor. Pledgor warrants and represents to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral; (b) all of the shares of the Stock have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder; (c) the Stock constitutes all of the issued and outstanding capital stock of each of the Companies; (d) there are no contractual, charter or other restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens and applicable restrictions imposed by any governmental authority and without any restriction under the by-laws or charter of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of the by-laws or charter of Pledgor, any violation of any material provision of any agreement, indenture, instrument or any violation in any material respects of any applicable law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except Pledgor makes no representation or warranty about Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or (y) to perfect the Lien created by this Agreement, except in each case to the extent that such consent, filing, approval, registration or recording has been obtained or made.

6. Affirmative Covenants of Pledgor. During the term of this Agreement, Pledgor covenants that it will: (a) promptly deliver to Agent all material written notices, and will promptly give written notice to Agent of any other material notices received by Pledgor with respect to the Pledged Collateral; and (b) deliver to Agent promptly to hold under this Agreement any shares of the capital stock of any Company subsequently acquired by Pledgor, whether acquired by Pledgor by virtue of the exercise of any stock options included within the Pledged Collateral or otherwise, accompanied by Powers, all in form and substance satisfactory to Agent.

7. Negative Covenants of Pledgor. During the term of this Agreement, Pledgor covenants that it will not (a) sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein, provided that Pledgor may sell all or any portion of the Stock pursuant to one or more sales to the extent permitted by Section 7.5 or 7.6 of the Loan Agreement (each, a “Permitted Sale”), and at the time of each such Permitted Sale, the Stock so sold and Pledgor’s rights with respect thereto shall cease to be subject to the terms of this Agreement and Agent shall deliver to Pledgor, at Pledgor’s expense, the Stock so sold; (b) incur or permit to be incurred any Lien whatsoever upon or with respect to any of the Pledged Collateral or the proceeds thereof, other than the security interest created hereby; (c) consent to the issuance by any Company of any new stock; or (d) consent to any merger or other consolidation of any Company with or into any corporation or other entity except to the extent such merger or other consolidation is permitted by Section 7.5 or 7.6 of the Loan Agreement.

8. Subsequent Changes Affecting Pledged Collateral. Pledgor represents to Agent and the other Secured Parties that Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Pledged Collateral (including rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and Pledgor agrees that Agent and the other Secured Parties shall have no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any

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action with respect thereto. Agent may, at any time that an Event of Default exists, at its option and without notice to Pledgor, transfer or register the Pledged Collateral or any portion thereof into its or its nominee’s name with or without any indication that such Pledged Collateral is subject to the security interest hereunder.

9. Stock Adjustments. If during the term of this Agreement any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of any Company, or any option included within the Pledged Collateral is exercised, or both, all new, substituted and additional shares, or other securities, issued by reason of any such change or exercise shall, if received by Pledgor, be held in trust for Agent’s and the other Secured Parties’ benefit and shall be promptly delivered to and held by Agent, for the benefit of itself and the other Secured Parties, under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder.

10. Warrants, Options and Rights. If during the term of this Agreement subscription warrants or any other rights or options shall be issued or exercised in connection with the Pledged Collateral, then such warrants, rights and options shall be immediately assigned by Pledgor to Agent, for the benefit of itself and the other Secured Parties, and all new stock or other securities so acquired by Pledgor shall be immediately assigned to Agent, for the benefit of itself and the other Secured Parties, to be held under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder.

11. Registration. If Agent determines that it is advisable to register under or otherwise comply in any way with the Securities Act of 1933 or any similar federal or state law, or if such registration or compliance is required with respect to the securities included in the Pledged Collateral prior to sale thereof by Agent, then upon or at any time after the occurrence of an Event of Default, Pledgor will use its best efforts to cause any such registration to be effectively made, at no expense to Agent and Lenders, and to continue such registration effective for such time as may be reasonably necessary in the opinion of Agent, and will reimburse Agent and Lenders for any expense incurred by Agent or Lenders, including reasonable attorneys’ fees and accountants’ fees and expenses, in connection therewith.

12. Consent. Pledgor hereby consents that from time to time, before or after the occurrence or existence of any Default or Event of Default, with or without notice to or assent from Pledgor, any other security at any time held by or available to Agent or any other Secured Party for any of the Secured Obligations may be exchanged, surrendered, or released, and any of the Secured Obligations may be changed, altered, renewed, extended, continued, surrendered, compromised, waived or released, in whole or in part, as Agent or the other Secured Parties may see fit, and Pledgor shall remain bound under this Agreement and under the other Loan Documents notwithstanding any such exchange, surrender, release, alteration, renewal, extension, continuance, compromise, waiver or inaction, extension of further credit or other dealing.

13. Remedies Upon Default. Upon or after the occurrence of any Event of Default, Agent shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the UCC. In addition, Agent may cause all or any part of the Stock held by it to be transferred into its name or the name of its nominee or nominees, if it has not already done so. Upon or at any time after the occurrence of an Event of Default, Agent may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Agent’s possession or custody, to be sold at any broker’s board or at public or private sale, in one or more sales or lots, at such price as Agent may deem best, and for cash or on credit or for future delivery, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter hold the same absolutely, free from any

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claim, encumbrance or right of any kind whatsoever. If any of the Pledged Collateral is sold by Agent upon credit or for future delivery, Agent shall not be liable for the failure of the purchaser to pay the same and in such event Agent may resell such Pledged Collateral. Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Agent will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor, as provided in Section 21 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by applicable law, waived. Agent or any other Secured Party may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by applicable law, buy at any private sale thereof. Pledgor will pay to Agent on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Agent, Agent shall have the right to execute any document or form, in its name or in the name of Pledgor, which may be necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, Pledgor agrees that Agent may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended, even if the issuer would agree to do so. Agent shall apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, and all legal expenses, travel and other expenses which may be incurred by Agent in attempting to collect the Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Secured Obligations in the manner authorized by the Loan Agreement.

14. Redemption; Marshaling. Pledgor hereby waives and releases to the fullest extent permitted by applicable law any right of equity of redemption with respect to the Pledged Collateral before or after a sale conducted pursuant to Section 13 hereof. Pledgor agrees that neither Agent nor any other Secured Party shall be required to marshal any present or future security (including this Agreement and the Pledged Collateral pledged hereunder) for, or guaranties of, the Secured Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of Agent’s rights hereunder and in respect of such security and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the fullest extent that it lawfully may, Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights under this Agreement or under any other instrument evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or guaranteed, and to the fullest extent that it lawfully may Pledgor hereby irrevocably waives the benefits of all such laws.

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15. Term. This Agreement shall become effective only when accepted by Agent and, when so accepted, shall constitute a continuing agreement and shall remain in full force and effect until the earlier of (i) the Loan Agreement and the Guaranty are terminated and all of the Secured Obligations have been fully and finally paid, satisfied and discharged, and (ii) all of the Stock has been sold by Pledgor in one or more Permitted Sales, at which time this Agreement shall terminate and Agent shall deliver to Pledgor, at Pledgor’s expense, such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to this Agreement and the Loan Documents. Notwithstanding the foregoing, in no event shall any termination of this Agreement terminate any indemnity set forth in this Agreement or any of the other Loan Documents, all of which indemnities shall survive any termination of this Agreement or any of other Loan Documents.

16. Rules and Construction. The singular shall include the plural and vice versa, and any gender shall include any other gender as the text shall indicate. All references to “including” shall mean “including, without limitation.”

17. Successors and Assigns. This Agreement shall be binding upon Pledgor and its successors and assigns, and shall inure to the benefit of Agent and the other Secured Parties and their respective successors and assigns.

18. Construction and Applicable Law. Whenever 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 held to be prohibited or invalid under any applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law, provided, that perfection issues with respect to Article 9 of the UCC may give effect to applicable choice or conflict of law rules set forth in Article 9 of the UCC.

19. Cooperation and Further Assurances. Pledgor agrees that it will cooperate with Agent and will upon Agent’s request execute and deliver, or cause to be executed and delivered, all such other stock powers, instruments, financing statements, certificates, and other documents, and will take all such other action as Agent may reasonably request from time to time, in order to carry out the provisions and purposes hereof, including delivering to Agent, if requested by Agent, irrevocable proxies with respect to the Stock in form satisfactory to Agent. Until receipt thereof, this Agreement shall constitute Pledgor’s proxy to Agent or its nominee to vote all shares of the Stock then registered in Pledgor’s name (subject to Pledgor’s voting rights under Section 3 hereof).

20. Agent’s Exoneration. Under no circumstances shall Agent be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Collateral of any nature or kind, other than the physical custody thereof, or any matter or proceedings arising out of or relating thereto. Agent shall not be required to take any action of any kind to collect, preserve or protect its or Pledgor’s rights in the Pledged Collateral or against other parties thereto. Agent’s prior recourse to any part or all of the Pledged Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Secured Obligations.

21. Notices. All notices, requests and demand to or upon either party hereto shall be given in the manner and become effective as stipulated in the Loan Agreement.

22. Pledgor’s Obligations Not Affected. The obligations of Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Pledgor; (b) any exercise or nonexercise, or any waiver, by Agent or Lenders of any right, remedy, power or

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privilege under or in respect of any of the Secured Obligations or any security thereof (including this Agreement); (c) any amendment to or modification of the Loan Agreement, the Guaranty, the other Loan Documents or any of the Secured Obligations; (d) any amendment to or modification of any instrument (other than this Agreement) securing any of the Secured Obligations; or (e) the taking of additional security for, or any guaranty of, any of the Secured Obligations or the release or discharge or termination of any security or guaranty for any of the Secured Obligations, whether or not Pledgor shall have notice or knowledge of any of the foregoing.

23. No Waiver, Etc. No act, failure or delay by Agent shall constitute a waiver of any of its rights and remedies hereunder or otherwise. No single or partial waiver by Agent or Lenders of any Default or Event of Default or right or remedy which Agent or Lenders may have shall operate as a waiver of any other Default, Event of Default, right or remedy or of the same Default, Event of Default, right or remedy on a future occasion. Pledgor hereby waives presentment, notice of dishonor and protest of all instruments included in or evidencing any of the Secured Obligations or the Pledged Collateral, and any and all other notices and demands whatsoever (except as expressly provided herein).

24. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

25. Agent Appointed Attorney-In-Fact. Pledgor hereby constitutes and appoints Agent, with full power of substitution, Pledgor’s attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Agent shall have the power to arrange for the transfer, upon or at any time after the occurrence of an Event of Default, of any of the Pledged Collateral on the books of the applicable Company to the name of Agent or Agent’s nominee. Pledgor agrees to indemnify and save Agent and the other Secured Parties harmless from and against any liability or damage which Agent or any other Secured Party may suffer or incur, in the exercise or performance of any of Agent’s powers and duties specifically set forth herein.

26. Use of Loan Proceeds. Pledgor hereby represents and warrants to Agent and the other Secured Parties that none of the loan proceeds heretofore and hereafter received by any Borrower under the Loan Agreement are for the purpose of purchasing any “margin security” as that term is defined in either Regulation U promulgated by the Board of Governors of the Federal Reserve System, or refinancing any indebtedness originally incurred to purchase any such “margin security.”

27. Waiver of Subrogation and Other Claims. Pledgor recognizes that Agent, in exercising its rights and remedies with respect to the Pledged Collateral, may likely be unable to find one or more purchasers thereof if, after the sale of the Pledged Collateral, any Company was, because of any claim based on subrogation or any other theory, liable to Pledgor on account of the sale by Agent of the Pledged Collateral in full or partial satisfaction of the Secured Obligations or liable to Pledgor on account of any indebtedness owing to Pledgor that is subordinated to any or all of the Secured Obligations. Pledgor hereby agrees, therefore, that until the Secured Obligations are paid in full, Pledgor shall have no right or claim against any Company on account of any such subordinated indebtedness or on the theory that Pledgor has become subrogated to any claim or right of Agent or the other Secured Parties against such Company or on any basis whatsoever, and Pledgor hereby expressly waives and relinquishes all such rights and claims against the Companies.

28. WAIVERS. PLEDGOR HEREBY WAIVES: NOTICE OF AGENT’S ACCEPTANCE OF THIS AGREEMENT; NOTICE OF EXTENSIONS OF CREDIT, LOANS, ADVANCES OR OTHER FINANCIAL ASSISTANCE BY AGENT AND LENDERS; TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY (WHICH

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AGENT ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM CONCERNING THIS AGREEMENT OR ANY OF THE PLEDGED COLLATERAL; PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE SECURED OBLIGATIONS; PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO ANY OF THE SECURED OBLIGATIONS; AND ALL OTHER NOTICES TO WHICH PLEDGOR MIGHT OTHERWISE BE ENTITLED EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED.

IN WITNESS WHEREOF, Pledgor has signed, sealed and delivered this Agreement on the day and year first above written.

		PLEDGOR:
ATTEST:		AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ J. Michael Gaither	By:	/s/ Scott A. Deininger
	J. Michael Gaither		Scott A. Deininger
	Secretary		Senior Vice President Finance and Administration and Treasurer
[CORPORATE SEAL]
		Accepted:
		AGENT:
		BANK OF AMERICA, N.A.,
		as Agent
		By:	/s/ Stephen Y. McGehee
			Stephen Y. McGehee
			Senior Vice President

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ACKNOWLEDGMENT AND AGREEMENT OF THE ISSUERS

Each of the undersigned entities (each an “Issuer”) hereby acknowledges, represents and agrees that: (i) such Issuer has received a copy of the foregoing Stock Pledge Agreement (the “Agreement”), dated on or about the date hereof, by and between AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Pledgor”), and BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral and administrative agent (together with its successors in such capacity, “Agent”) for various financial institutions (“Lenders”); (ii) the Agreement has been duly recorded and noted on the books and records of such Issuer and will be maintained as part of such books and records; (iii) the Agreement does not violate any term, condition or covenant of the organizational documents, articles of incorporation, certificate of formation or certificate of limited partnership or the by-laws, limited liability company operating agreement or limited partnership agreement of such Issuer (the “Issuer Agreements”), or of any other material agreement to which such Issuer is a party; (iv) such Issuer will comply with written instructions regarding transfer of the Collateral originated by Agent in compliance with the terms of the Agreement without further consent of Pledgor as the registered owner of the Collateral; (vi) such Issuer consents to the execution of the Agreement and to the assignment, transfer and pledge of the Collateral effected thereby; and (vii) upon the occurrence and during the continuance of an Event of Default, such Issuer consents to a public or private sale or sales of all or any part of the Collateral by Lender in accordance with the terms of the Agreement and consents to each purchaser of all or any part of the Collateral at such sale or sales becoming a shareholder, member, partner or other owner, if applicable, of such Issuer thereby entitled to the same rights and privileges and subject to the same duties as the owner of such Collateral under the Issuer Agreements.

Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed to them in the Agreement.

		ISSUERS:
ATTEST:		AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ J. Michael Gaither	By:	/s/ Scott A. Deininger
	J. Michael Gaither		Scott A. Deininger
	Secretary		Senior Vice President Finance and Administration and Treasurer
[CORPORATE SEAL]
ATTEST:		ATD MERGERSUB, INC.
By:	/s/ J. Michael Gaither	By:	/s/ Scott A. Deininger
	J. Michael Gaither		Scott A. Deininger
	Secretary		Senior Vice President Finance and Administration and Treasurer
[CORPORATE SEAL]

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EXHIBIT F

Form of Subsection 3.11(d)(2) Certificate

Reference is hereby made to the Fourth Amended and Restated Loan and Security Agreement dated as of March     , 2005 (as amended, restated, modified or supplemented from time to time, the “Loan Agreement”), among the Borrowers, the several lenders from time to time parties thereto, and the Agents. Pursuant to the provisions of subsection 3.11(d)(2) of the Loan Agreement, the undersigned hereby certifies that it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.

By:

Title:

EXHIBIT G

Form of Opinion of Gibson, Dunn & Crutcher LLP

(See attached)

EXHIBIT H

Form of Borrower Closing Certificate

(See attached)

EXHIBIT I

Form of Credit Parties Closing Certificate

(See attached)

EXHIBIT J

Form of Borrowing Base Certificate

Reference is made to the Fourth Amended and Restated Loan and Security Agreement dated as of March 31, 2005 (as amended, modified, supplemented or restated, the “Loan Agreement”), by and among American Tire Distributors, Inc., a Delaware corporation, 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 d/b/a Big State Tire Supply, Target Tire, Inc., a North Carolina corporation, and ATD MergerSub, Inc., a Delaware corporation (collectively, the “Borrowers”), the financial institutions party thereto from time to time (the “Lenders”), the Documentation Agent, the Co-Syndication Agents, and Bank of America, N.A., a national banking association, as administrative and collateral agent for the Lenders (together with its successor agents, the “Administrative Agent”). Terms used herein that are defined in the Loan Agreement are used with the meanings therein ascribed to them.

This certificate is furnished to the Administrative Agent by the Borrowers, in accordance with their obligations, under Section 6.9(c) of the Loan Agreement. The Borrowers certify that (a) the computation of the Borrowing Base attached hereto complies with all the applicable provisions of the Loan Agreement, and (b) the data has been prepared from the books of account and records of the Borrowers in accordance with GAAP (or other applicable accounting principles contemplated by the Loan Agreement) and presents fairly and accurately the status of the Borrowers’ accounts as at                              , 200    .

Date:                    

AMERICAN TIRE DISTRIBUTORS, INC.,

for itself and on behalf of the other Borrowers

By:

Name:

Title:

EXHIBIT K

Form of Vendor Lien Subordination Agreement

THIS VENDOR LIEN SUBORDINATION AGREEMENT is made on                     , 200    , between BANK OF AMERICA, N.A., a Rhode Island corporation, in its capacity as administrative agent (together with its successors in such capacity, “Agent”) for Lenders (as hereinafter defined), and                     , a                                               (“Trade Creditor”).

Recitals:

American Tire Distributors, Inc., a Delaware corporation (“ATD”), The Speed Merchant, Inc., a California corporation, T.O. Haas Holding Co., Inc., a Nebraska corporation (“Haas Holding”), and 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”); ATD Mergersub, Inc., a Delaware corporation (“MergeCo”); (ATD, Speed Merchant, Haas Holding, Haas Tire, Texas Holdings, Big State, Target, and MergeCo and each other Person that hereafter becomes a “Borrower” under and as defined in the Loan Agreement are collectively referred to herein as “Borrowers”) are parties to a Fourth Amended and Restated Loan and Security Agreement dated as of March     , 2005 (as amended to date and as the same may be further amended, restated, modified or supplemented from time to time, the “Loan Agreement”) with the financial institutions party thereto from time to time (“Lenders”) and Agent.

Pursuant to the terms of the Loan Agreement, Lenders have heretofore made and may from time to time hereafter make loans and other extensions of credit to Borrowers, which loans and extensions of credit directly and indirectly benefit all Borrowers. As security for the repayment by Borrowers of such loans and other extensions of credit, each Borrower has granted or will hereafter grant to Agent, for its benefit and the benefit of Lenders, a security interest in substantially all of such Borrower’s personal property, including all of such Borrower’s Inventory (as hereinafter defined) and all proceeds thereof.

Pursuant to the terms of [Name and date of Trade Creditor’s Security Agreement] (as amended to date and as the same may be further amended, restated, modified or supplemented from time to time, the “Trade Security Agreement”), each Borrower has granted or may hereafter grant to Trade Creditor a security interest in all Inventory (as hereinafter defined) consisting of tires sold to such Borrower by Trade Creditor and bearing any brand name or trademark used by Trade Creditor now or in the future (such Inventory is referred to herein as “Branded Inventory”).

Borrowers have requested that Lenders extend credit to or for the benefit of Borrowers based, in part, on the value of Branded Inventory, which extensions of credit will directly and indirectly benefit Trade Creditor. As an inducement to Lenders to so extend credit, Borrowers and Trade Creditor have agreed to enter into this Agreement with Agent for the purpose of establishing the priorities of Trade Creditor’s and Agent’s respective liens in the Branded Inventory and to set forth certain other agreements between Trade Creditor and Agent.

Accordingly, in consideration of the foregoing premises, the mutual covenants and conditions herein contained and for other good and valuable consideration, the receipt and

sufficiency of which are hereby expressly acknowledged, the parties hereto, intending to be bound hereby, agree as follows:

1. Definitions; Rules of Construction.

(a) In addition to the terms defined in the recitals hereto, as used in this Agreement, the following terms shall have the following meanings for the purposes of this Agreement:

“Account” shall have the meaning given to the term “account” in the UCC.

“Bankruptcy Case” shall mean any case hereafter commenced by or against any Borrower under any chapter of the Bankruptcy Code.

“Bankruptcy Code” shall mean title 11 of the United States Code.

“Branded Inventory” shall have the meaning ascribed to it in the Recitals.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks are authorized or required to be closed under the laws of the State of New York.

“Chattel Paper” shall have the meaning given to the term “chattel paper” in the UCC.

“Collateral” shall mean and collectively include all of the following property of each Borrower, whether now existing or hereafter created or acquired (and whether acquired prior to or during the pendency of any Bankruptcy Case), wherever located: all Accounts, Inventory (including all Branded Inventory), General Intangibles, Documents, Instruments and Chattel Paper, and the proceeds and products of all of the foregoing.

“Document” shall have the meaning given to the term “document” in the UCC.

“Enforcement Action” shall mean and include any remedy available to Lenders under any of the Senior Creditor Documents or applicable law to enforce collection of any of the Senior Obligations following the occurrence of any Event of Default, and any remedy available to Trade Creditor under any of the Trade Creditor Documents or applicable law to enforce collection of any the Trade Obligations following the occurrence of an Event of Default, including, in each case, (a) the commencement of any action, suit or other proceeding against a Borrower to enforce payment of any of the Senior Obligations or Trade Obligations; (b) the repossession, foreclosure upon or other act to realize upon any of the Collateral; (c) any notification by a party to any account debtor on any Account to remit payments with respect to such Account to the notifying party; and (d) any involuntary petition for relief against a Borrower under the Bankruptcy Code or a petition or suit for the appointment of a receiver or other custodian for a Borrower or any of a Borrower’s assets.

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“Event of Default” shall mean an event or condition that constitutes a default or an event of default under the Senior Credit Documents or the Trade Creditor Documents.

“General Intangibles” shall have the meaning given to the term “general intangibles” in the UCC and shall include all tax refund claims, patents, patent applications, copyrights, trademarks, tradenames, trade secrets, service marks and choses in action.

“Instrument” shall have the meaning given to the term “instrument” in the UCC.

“Inventory” shall have the meaning given to the term “inventory” in the UCC.

“Lien” shall mean any security interest, statutory lien, judgment lien, common law lien, equitable lien or other interest in any of the Collateral.

“Person” shall mean any natural person, sole proprietorship, corporation, partnership, limited liability company, joint venture, business trust, other business entity, or any governmental unit, agency, bureau or political subdivision.

“Senior Creditor Documents” shall mean and include the Loan Agreement and all other instruments or agreements now or hereafter evidencing or securing the payment of the whole or any part of the Senior Obligations, executed by a Borrower in favor of Agent, for its benefit and the benefit of Lenders and their affiliates.

“Senior Obligations” shall mean and include all liabilities and obligations of Borrowers to Agent, and Lenders and their affiliates, whether now or hereafter created, incurred or arising, and whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, joint or several, or incurred during the pendency of a Bankruptcy Case or thereafter, including all liabilities now or at any time or times hereafter owing to Agent, Lenders and their affiliates under any of the Senior Creditor Documents.

“Trade Creditor Documents” shall mean and include the Trade Security Agreement and all other instruments or agreements now or hereafter evidencing or securing the payment of the whole or any part of the Trade Obligations.

“Trade Debt” shall mean, at any time, the outstanding trade debt then owing to Trade Creditor by Borrowers arising out of Borrowers’ purchases of Branded Inventory on open account.

“Trade Obligations” shall mean and include the Trade Debt and all other liabilities and obligations of Borrowers to Trade Creditor, whether now or hereafter created, incurred or arising, including all liabilities now or at any time hereafter owing to Trade Creditor under any of the Trade Creditor Documents.

“UCC” shall mean the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of New York or, when the laws of any other state govern the method or manner of the creation or perfection of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state.

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(b) All references to any instrument or agreement, including any of the Trade Creditor Documents or the Senior Creditor Documents, shall mean and include all amendments and modifications thereto and renewals and restatements thereof; all references to any statute shall mean and include all amendments thereto and all regulations issued pursuant thereto; and the words “including” and “include” shall mean “including, without limitation” and “include, without limitation.”

2. Consents to Liens. Trade Creditor’s security interest in Branded Inventory as security for the Trade Obligations is a permitted Lien under the Loan Agreement; the existence of such security interest does not constitute an Event of Default under any of the Senior Creditor Documents. Trade Creditor shall not request, accept or receive any Lien or other interest in any of the Collateral except for Branded Inventory and to the extent that Trade Creditor currently has a Lien on other Collateral, Trade Creditor is hereby deemed to have released such Lien and agrees to execute any and all documentation requested by Agent to evidence such release. Without limiting the generality of the foregoing, Creditor acknowledges and agrees that it shall not have a lien on or security interest in any proceeds of Branded Inventory. Trade Creditor hereby consents to each Borrower’s grant of Liens in all of the Collateral to Agent, for its benefit, the Lenders and their affiliates, as security for the Senior Creditor Obligations and agrees that the existence of any such Liens shall not constitute an Event of Default under any of the Trade Creditor Documents.

3. Priority of Liens.

(a) Trade Creditor and Agent agree at all times, whether before, after or during the pendency of any bankruptcy, reorganization or other insolvency proceeding and notwithstanding the priorities which would ordinarily result from the order of granting or perfection of any Liens, the order of filing or recording of any financing statements, or the priorities that would otherwise apply under applicable law, that (i) Agent’s Liens in the Collateral constitute first priority Liens in such property to secure the Senior Obligations and shall be superior to any Lien or other interest of Trade Creditor in the same property arising pursuant to the Trade Creditor Documents, by operation of law or otherwise; and (ii) any Lien or other interest at any time acquired by Trade Creditor in any of the Collateral shall be subordinate to the Liens of Agent therein.

(b) For purposes of the foregoing priorities, any claim of a right of setoff by Trade Creditor shall be treated in all respects as a Lien and no claim to right of setoff by Trade Creditor shall be asserted to defeat or diminish the rights or priorities provided for herein in favor of Agent.

(c) If for any reason any Lien granted or conveyed by a Borrower to Agent pursuant to the Senior Creditor Documents or otherwise is set aside or otherwise declared ineffective, in whole or in part, by any court of competent jurisdiction, and if as a consequence thereof Trade Creditor becomes entitled to receive any proceeds from any of the Collateral or on account of Trade Creditor’s Lien in any of the Collateral, then any such payments or proceeds received by Trade Creditor shall be used by it to purchase a junior participation in the Senior Obligations pursuant to a junior participation agreement in form and content satisfactory to Agent but in all events providing that Lenders’ retained interest in the Senior Obligations (including both principal and interest) and all costs and expenses incurred by Agent and Lenders (including attorneys’ fees) in attempting to collect the Senior Obligations or to realize upon any of the Collateral shall be paid in full before Trade Creditor shall be entitled to any payment on account of

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its junior participation and Trade Creditor’s junior participation will be without recourse of any kind to Agent or any Lender except for Agent’s or any Lender’s gross negligence or willful misconduct after the date of Trade Creditor’s purchase of such junior participation.

(d) In no event shall Trade Creditor institute, or join as a party in the institution of, or directly or indirectly assist in the prosecution of, any action, suit or proceeding seeking a determination that the Lien of Agent in any of the Collateral is invalid, unperfected or avoidable, or is or should be subordinated to the interests of any other Person. In no event shall Agent or any Lender institute, or join as a party in the institution of, or directly or indirectly assist in the prosecution of, any action, suit or proceeding seeking a determination that the Lien of Trade Creditor in any of the Collateral is invalid, unperfected or avoidable, or is or should be subordinated to the interests of any Person other than Agent under the terms hereof.

(e) If at any time Agent shall subordinate, in whole or in part, its Lien upon any of the Collateral to or in favor of any other Person, the priority of Agent’s Lien in the Collateral I Trade Creditor shall not be affected thereby and Agent’s Lien shall continue to be superior to Trade Creditor’s Lien in the Collateral as provided in paragraph 3(a) of this Agreement.

4. Standby as to Certain Actions. Trade Creditor agrees that it will not ask for, demand, sue for, collect, take, receive, or repossess any of the Branded Inventory or other Collateral from any Borrower by setoff or in any other manner, or otherwise take any Enforcement Action with respect to the whole or any part of the Collateral, whether by judicial action or under power of sale, by self-help repossession or otherwise, unless and until all of the Senior Obligations have been paid finally and in full and Lenders’ commitments to extend further credit to or for the benefit of Borrowers have been terminated. If Trade Creditor in violation of the terms hereof, initiates any Enforcement Action against a Borrower or any of the Collateral, Agent may interpose this Agreement and demand specific performance of the terms hereof.

5. Agent’s Rights Exclusive. Agent, on behalf of Lenders, shall have the exclusive right to collect, foreclose upon, sell, transfer, liquidate or otherwise dispose of any or all of the Collateral as provided in the Senior Creditor Documents or by applicable law, in the manner deemed appropriate by Agent and Lenders, without regard to any Liens of Trade Creditor therein, and Trade Creditor will not hinder Agent’s actions in enforcing its remedies or taking any Enforcement Action with respect to the Collateral; provided, however, that after payment in full of all Senior Obligations and the termination of Lenders’ commitments to extend further credit to or for the benefit of Borrowers, Agent shall deliver to Trade Creditor (unless otherwise restricted by applicable law or by any order issued by a court in the proper exercise of its jurisdiction and subject in all events to Agent’s receipt of an indemnification from Trade Creditor of all liabilities arising from such delivery) for application to the Trade Obligations any proceeds remaining from the sale or other disposition of the Collateral. To the fullest extent permitted by applicable law, Trade Creditor waives any requirement on the part of Agent or any Lender to conduct any sale or other disposition of any of the Collateral in a commercially reasonable manner, and Agent shall be fully authorized to sell or otherwise dispose of any or all of the Collateral in the manner deemed appropriate by Agent and Lenders, including by the exercise of any right Agent may have to accept any or all of the Collateral in total or partial satisfaction of any of the Senior Obligations in accordance with the UCC or otherwise.

6. Receipt of Monies by Trade Creditor. Trade Creditor agrees that should it receive any money from the sale, liquidation, casualty or other disposition of, or as a result of its Lien in any of the Collateral, it will (unless otherwise restricted by law) hold the same in trust for

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Agent and Lenders and promptly pay over the same to Agent for application to the Senior Obligations (unless otherwise restricted by law or by any order issued by a court in the proper exercise of its jurisdiction).

7. Agreement on Certain Bankruptcy Matters.

(a) Without impairing, abrogating or in any way affecting Agent’s or any Lender’s rights hereunder, including the relative priorities established by paragraph 3 hereof, Agent may during any Bankruptcy Case give or withhold its consent to any Borrower’s or any bankruptcy trustee’s use or consumption of any Collateral (including cash proceeds of any Accounts or other Collateral), or may provide financing or otherwise extend credit to any Borrower or any bankruptcy trustee secured by a first priority Lien upon any or all of the Collateral, whether acquired by such Borrower prior to or after the commencement of such Bankruptcy Case, and by its execution of this Agreement, Trade Creditor shall be deemed to have consented to such Borrower’s or any bankruptcy trustee’s use of Collateral if and to the extent consented to by Agent and the applicable Lenders and to any financing proposed to be provided by Lenders (or any of them) to a Borrower or any bankruptcy trustee that is secured by a Lien upon any or all of the Collateral during the pendency of any such Bankruptcy Case. Any Lien at any time acquired by Trade Creditor in any of the Collateral, whether such Collateral is created, acquired or arises at any time prior to or after any such Bankruptcy Case, shall be subject to all of the terms of this Agreement and shall be subordinate in priority to all Liens at any time granted to or obtained by Agent with respect to any such Collateral, including Liens granted to or conferred upon Agent to secure financing in any Bankruptcy Case.

(b) If the applicable Lenders consent to the sale of any of the Collateral during any Bankruptcy Case (whether such sale is to be made pursuant to 11 U.S.C. § 363, pursuant to a plan of reorganization or otherwise), then Trade Creditor shall be deemed to have consented to any such sale and shall, if requested to do so by Agent in connection with any such sale, promptly execute and deliver to Agent a release of Trade Creditor’s Liens with respect to the Collateral to be sold.

(c) If Agent or any Lender shall be required in any Bankruptcy Case to return, refund or repay to a Borrower or any trustee or committee appointed in the Bankruptcy Case any payment or proceeds of any Collateral in connection with any action, suit or proceeding alleging that Agent or such Lender’s receipt of such payments or proceeds was a transfer voidable under state or federal law (including the Bankruptcy Code), then Agent or such Lender shall not be deemed ever to have received such proceeds for purposes of this Agreement in determining whether and when all of the Senior Obligations have been paid in full.

8. Agreement to Release Liens. Trade Creditor agrees that it will (if requested to do so by Agent after and during the continuance of an Event of Default under the Senior Creditor Documents) release its Liens in any Collateral in connection with and in order to facilitate any orderly liquidation sale of such Collateral by any Borrower or any bankruptcy trustee or receiver for such Borrower, and promptly upon the request of Agent, it will execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records, provided that the net proceeds from any such sale or other disposition are to be applied in reduction of the Senior Obligations (with any excess after the Senior Obligations have been paid in full to be turned over to Trade Creditor, to the extent not otherwise prohibited by applicable law).

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9. Waiver of Marshalling; Application of Payments and Proceeds. Trade Creditor hereby waives any right to require Agent to marshall any security or collateral or otherwise to compel Agent or any Lender to seek recourse against or satisfaction of the indebtedness to it from one source before seeking recourse or satisfaction from another source. Agent shall be authorized to apply any and all payments, collections and proceeds of Collateral received by it to such portion of the Senior Obligations as Agent may lawfully elect consistent with the provisions of the Senior Creditor Documents.

10. Provisions Concerning Insurance. Proceeds of the Collateral include insurance proceeds, and therefore the priorities set forth in paragraph 3 hereof govern the ultimate disposition of casualty insurance proceeds. Agent shall have the sole and exclusive right, as against Trade Creditor, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of the Collateral. All proceeds of such insurance shall inure to Agent to the extent of the Senior Obligations, and Trade Creditor shall cooperate (if necessary), at Agent’s expense, in a reasonable manner in effecting the payment of insurance proceeds to Agent. Agent shall have the right (as between the parties hereto) to determine whether such proceeds will be applied to its claim or used to rebuild, replace or repair the affected Collateral. If such proceeds are applied to Senior Obligations, any proceeds remaining after payment in full of Senior Obligations and expenses of collection, provided that Lenders’ commitments to extend further credit to or for the benefit of Borrowers shall have been terminated, shall be promptly remitted to Trade Creditor for application to the Trade Obligations or to Borrowers, as applicable.

11. Notices. All notices, requests and demands to or upon a party hereto shall be in writing and shall be delivered by hand, sent by certified or registered mail, return receipt requested or by telecopier and shall be deemed to have been validly served, given or delivered when delivered against receipt or four (4) Business Days after deposit in the United States mail, certified, return receipt requested, postage prepaid, or, in the case of telecopy notice, when received at the office of the noticed party, in each case addressed as follows:

(a)	if to Agent:	Bank of America, N.A.
		300 Galleria Parkway, Suite 800
		Atlanta, Georgia 30339
		Attention: Loan Administration Manager
		Telecopier No.: (770) 857-2947
(b)	if to Trade Creditor:
		Attention:
		Telecopier No.: (    )

or to such other address as each party may designate for itself by like notice given in accordance with this paragraph. Any written notice that is not sent in conformity with the provisions hereof shall nevertheless be effective on the date that such notice is actually received by the noticed party. Trade Creditor hereby agrees that any requirement for the giving of notice by Agent under the UCC or otherwise in connection with any exercise by Agent of any of its and Lenders’ rights or remedies with respect to the Collateral shall be satisfied by the giving of written notice at least five (5) days prior to the date on which such rights or remedies are to be exercised by Agent, provided that nothing herein shall be deemed to require the giving of any such notice when such notice is not required by applicable law.

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12. No Duties Imposed Upon Agent or any Lender. The rights granted to Agent in this Agreement are solely for its protection and nothing herein contained imposes on Agent or any Lender any duties with respect to any of the Collateral. None of Agent or any Lender has any duty to preserve rights against prior parties on any instrument or chattel paper received from any Borrower as collateral security for any of the Senior Obligations.

13. Relationship of Parties. This Agreement is entered into solely for the purposes set forth above, and neither party assumes any responsibility to the other party to advise such other party of information known to such party regarding the financial condition of any Borrower or regarding the Collateral, or of any other circumstances bearing upon the risk of nonpayment of the obligations of such Borrower, under the Trade Creditor Documents, or the Senior Creditor Documents. Each party shall be responsible for managing its relationship with Borrowers and neither party shall be deemed the agent of the other for any purpose. Trade Creditor, on one hand, and Agent and Lenders, on the other hand, each may alter, amend, supplement, release, discharge or otherwise modify any terms of the Trade Creditor Documents or of the Senior Creditor Documents, respectively, without notice to or the consent of the other.

14. No Debt Subordination. Nothing in this Agreement shall be construed to be or operate as a subordination of any of the Senior Obligations to the Trade Obligations, or vice versa.

15. Additional Credit Extensions; Amendments to Senior Creditor Documents; Amendments to Trade Creditor Documents. Trade Creditor acknowledges, understands and agrees that Lenders may make loans to or for the benefit of Borrowers from time to time, pursuant to the Senior Creditor Documents or otherwise, and all such loans shall constitute part of the Senior Obligations and shall be secured by all of the Collateral, and nothing herein shall restrict in any manner or in any way the right of Borrowers to obtain additional credit from Lenders or the right of Lenders to make available such additional credit to Borrowers as Lenders in their sole discretion may elect. Agent, Lenders and Borrowers may amend, modify, supplement or waive any of the provisions of the Senior Creditor Documents without notice to or the consent of Trade Creditor and without in any manner affecting this Agreement or any of Agent’s or any Lender’s rights hereunder. Without the prior written consent of the Lenders, neither Trade Creditor nor any of the Borrowers may amend or otherwise modify the terms of any Trade Creditor Document in any material respect or in any respect that could reasonably be expected to be adverse to the interests of the Agent and the Lenders.

16. Indemnity. Trade Creditor agrees to indemnify, defend and hold Agent and each Lender harmless from and against any loss, damage, cost, claim or expense, including court costs and attorneys’ fees, incurred or sustained by Agent and such Lender in connection with any remittances of proceeds of any Collateral made pursuant to the terms hereof from Agent to Trade Creditor, to the extent that such remittance of proceeds subsequently is determined by a court of competent jurisdiction to have been prohibited by applicable law, avoidable under any insolvency law (including the Bankruptcy Code), or in violation of the rights of any other creditor of any Borrower when made. The foregoing indemnity shall survive any termination of this Agreement.

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17. Independent Credit Investigations. None of the parties hereto nor any of their respective directors, officers, agents, employees, successors or assigns shall be responsible to the others or to any other Person for any Borrower’s solvency, financial condition or ability to repay any of the Trade Obligations or any of the Senior Obligations, or for statements of any Borrower, oral or written, or for the validity, sufficiency or enforceability of any of the Trade Creditor Documents or any of the Senior Creditor Documents, or the validity or priority of any liens or security interests granted by any Borrower to either party in connection with any of the Trade Creditor Documents or any of the Senior Creditor Documents. Each party hereto has entered into its agreements with Borrowers based upon its own independent investigation, and makes no warranty or representation to the other party nor does it rely upon any representation of the other party with respect to matters identified or referred to in this paragraph.

18. No Rights Conferred Upon Borrowers. Nothing herein shall be construed to confer any rights upon Borrowers. Without limiting the generality of the foregoing, if any party hereto shall enforce its rights or remedies in violation of this Agreement, Borrowers shall not be authorized to use such violation as a defense to any right or remedy exercised by such party, nor assert such violation as a counterclaim or basis of setoff or recoupment against such party, unless the other party hereto consents in writing and itself asserts that the exercise of right or remedy is in violation of this Agreement.

19. Governing Law. This Agreement shall be interpreted, and the rights and obligations of the parties hereto determined, in accordance with the internal laws of the State of New York without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law.

20. No Third Party Beneficiaries. Nothing contained in this Agreement shall be deemed to indicate that this Agreement has been entered into for the benefit of any Person other than the parties hereto.

21. Conflict with Documents. The provisions of this Agreement are intended by the parties to control any conflicting provisions in the Senior Creditor Documents or the Trade Creditor Documents, including any covenants prohibiting further borrowing or encumbrances of Collateral.

22. Counterparts; Telecopied Signatures. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

23. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. In no event, however, shall either party hereto transfer or assign any Lien that it may have in any of the Collateral to any Person unless the transferee or assignee thereof shall first agree in writing to be bound by the terms of this Agreement the same as if an original signatory hereto. Notwithstanding the immediately preceding sentence, any Person whose loans or advances to Borrowers (or either of them) hereafter are used to refinance and pay in full the Senior Obligations shall be deemed for all purposes hereof to be the successor to Agent, and from and after the date of any such refinancing in satisfaction in full of the Senior Obligations such Person shall be deemed a party hereto in the place and stead of Agent as if such Person had been the original signatory hereto, and

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all loans, advances, liabilities, debit balances, covenants and duties at any time or times owed by Borrowers to such successor to Agent, whether direct or indirect, absolute or contingent, secured or unsecured, due or to become due, then existing or thereafter arising, including any renewals, extensions, modifications, or replacements of any of the foregoing, shall be deemed for all purposes hereunder to constitute and be Senior Obligations.

24. Further Assurances. Each of the parties hereto agrees to execute such amendments to financing statements and other documents as may be necessary to reflect of record the existence of this Agreement and the relative priorities established pursuant to paragraph 3 hereof. Without limiting the generality of the foregoing, Trade Creditor agrees that any UCC-1 financing statement or other document filed of record to evidence or perfect Trade Creditor’s security interest in any of the Branded Inventory shall conspicuously state that the security interest perfected thereby is subordinate in priority to all Liens at any time granted to or conferred upon Agent with respect to the Trade Credit Collateral and all other Collateral.

25. 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 applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

26. Entire Agreement; Amendments. This Agreement expresses the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of the parties regarding the same subject matter. This Agreement may not be amended or modified except by a writing signed by the parties hereto.

27. Jury Trial Waiver. Trade Creditor and Agent each hereby waives all rights to a trial by jury in connection with any action, suit or other proceeding arising out of or related to this Agreement.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

BANK OF AMERICA, N.A., as Administrative Agent

(“Agent”)

By:

Title:

(“Trade Creditor”)

By:

Title:

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ACKNOWLEDGMENT AND AGREEMENT

Each of the undersigned hereby accepts and acknowledges receipt of a copy of the foregoing Vendor Lien Subordination Agreement and consents to and agrees to be bound by all provisions thereof, including, without limitation, the agreements between Agent, on behalf of Lenders, and Trade Creditor with respect to the payment by each to the other of certain proceeds derived from the liquidation of the Collateral.

Each of the undersigned further acknowledges and agrees that the Vendor Lien Subordination Agreement may be modified or amended at any time or times without notice to or the consent of any of the undersigned.

Each of the undersigned agrees to indemnify, defend and hold Agent and each Lender harmless from and against any loss, damage, cost, claim or expense, including court costs and attorneys’ fees, incurred or sustained by Agent and such Lender in connection with any remittances of proceeds of any Collateral made pursuant to the terms of the Vendor Lien Subordination Agreement from Agent to Trade Creditor, to the extent that such remittance of proceeds subsequently is determined by a court of competent jurisdiction to have been prohibited by applicable law, avoidable under any insolvency law (including the Bankruptcy Code), or in violation of the rights of any other creditor of any of the undersigned when made. The foregoing indemnity shall survive any termination of the Vendor Lien Subordination Agreement.

Capitalized terms used in this Acknowledgment and Agreement without definition have the meaning specified in the foregoing Vendor Lien Subordination Agreement unless the context otherwise requires.

As of                     , 200    .

	AMERICAN TIRE DISTRIBUTORS, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	THE SPEED MERCHANT, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

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	T.O. HAAS HOLDING CO., INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	T.O. HAAS TIRE COMPANY, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TEXAS MARKET TIRE HOLDINGS I, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TEXAS MARKET TIRE, INC., d/b/a Big State Tire Supply
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]
	TARGET TIRE, INC.
Attest:
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

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Attest:	ATD MERGERSUB, INC.
By:	By:
Name:	Name:
Title:	Title:
[Corporate Seal]

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EX-10.17

Exhibit 10.17

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, 2005

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2005, by and among American Tire Distributors, Inc., a Delaware corporation (the “Company”), the affiliates of the Company party hereto (the “Guarantors”), Banc of America Securities LLC, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Senior Floating Rate Notes due 2012 (the “Initial Floating Rate Notes”) and the Company’s 10.750% Senior Notes due 2013 (the “Initial Fixed Rate Notes” and, together with the Initial Floating Rate Notes, the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest: As defined in Section 5.

Additional Interest Payment Date: With respect to a series of Notes, each Interest Payment Date for such series of Notes.

Advice: As defined in Section 6.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Closing Date: The date of this Agreement.

Commission: The Securities and Exchange Commission.

Consummate: A registered Exchange Offer shall be deemed “Consummated” with respect to a series of Initial Notes for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer with respect to such series, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the applicable Indenture

of Exchange Notes with respect to such series in the same aggregate principal amount as the aggregate principal amount of Initial Notes of such series that were validly tendered by Holders thereof pursuant to the Exchange Offer.

Effectiveness Target Date: As defined in Section 5.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Notes: The Senior Floating Rate Notes due 2012, and the 10.750% Senior Notes due 2013, in each case of the same series under the applicable Indenture as the Initial Notes of such series (and guaranteed by the Guarantors), to be issued to Holders in exchange for Transfer Restricted Securities of such series pursuant to this Agreement.

Exchange Offer: The registration by the Company and the Guarantors under the Securities Act of the Exchange Notes of a series pursuant to a Registration Statement pursuant to which the Company and the Guarantors shall offer the Holders of all outstanding Transfer Restricted Securities of such series the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes of such series in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: Any Registration Statement relating to an Exchange Offer, including the related Prospectus.

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Indentures: The Indentures, each dated as of March 31, 2005, among the Company, the Guarantors and Wachovia Bank National Association, as trustee (the “Trustee”), pursuant to which each series of the Notes is to be issued, as such Indentures are amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchaser: As defined in the preamble hereto.

Initial Notes: As defined in the preamble hereto, but only for so long as such securities constitute Transfer Restricted Securities.

Interest Payment Date: As defined in the applicable Indenture and the applicable Notes.

NASD: National Association of Securities Dealers, Inc.

Non-Eligible Notes: As defined in Section 4(a) hereof.

Notes: The Initial Notes and the Exchange Notes.

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Person: An individual, partnership, limited liability company, corporation, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Record Holder: With respect to any Interest Payment Date relating to the Notes of a series on which Additional Interest is to be paid, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Additional Interest Payment Date shall occur.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any Exchange Offer Registration Statement or Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4 hereof.

Shelf Registration Statement: As defined in Section 4 hereof.

Suspension Period: As defined in Section 6(d) hereof.

Trust Indenture Act: The Trust Indenture Act of 1939 as in effect on the date of the applicable Indenture.

Transfer Restricted Securities: Each (i) Initial Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act or is eligible for distribution pursuant to Rule 144(k) under the Securities Act and (ii) Exchange Note issued to a Broker-Dealer until the date on which such Note has been distributed by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

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SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offers shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) use commercially reasonable efforts to file with the Commission on or prior to 120 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes of each series and the Exchange Offers, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offers (unless the Exchange Offers would not be permitted by applicable law or Commission policy). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities of each series and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep each Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days (as defined in SEC rules) after the date notice of such Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause each Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes (and guarantees thereof) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to 30 Business Days after the Effectiveness Target Date for such Exchange Offer Registration Statement.

(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an

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“underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which all Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for a series of Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), (ii) for any reason the Exchange Offer for a series of Notes is not Consummated within 30 Business Days after the Effectiveness Target Date of the Exchange Offer Registration Statement for such series of Notes, or (iii) any Holder of Transfer Restricted Securities (“Non-Eligible Notes”) notifies the Company prior to the 20^th day following consummation of the applicable Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the Guarantors shall

(x) use commercially reasonable efforts to file a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration

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Statement”) on or prior to the earliest to occur of (1) the 120th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement as contemplated by clause (i) above, (2) the 120th day after the date 30 Business Days after the Effectiveness Target Date if the Exchange Offer for a series of Notes is not Consummated as contemplated by clause (ii) above and (3) the 120th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities (or, in the case of clause (iii), all Non-Eligible Notes) the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission at the earliest possible time, but in no event later than the 90th day after the Shelf Filing Deadline.

The Company and the Guarantors shall use their commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended (subject to Section 6(d) below) as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are eligible for resale pursuant to Rule 144(k)).

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5. Additional Interest. If, with respect to a series of Notes, (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) unless the Exchange Offers shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but

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shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a period not to exceed that permitted by Section 6(d) below) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne by the Transfer Restricted Securities of such series shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum (“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities (or at such time as any Note ceases to be a Transfer Restricted Security), Additional Interest payable with respect to the relevant Transfer Restricted Securities will cease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

All accrued Additional Interest shall be paid to the record Holders entitled thereto, in the manner provided for the payment of interest in the applicable Indenture, on each Interest Payment Date, as more fully set forth in the applicable Indenture and the Initial Notes.

The obligation of the Company and the Guarantors to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holders for any such Registration Default.

SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with each Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their commercially reasonable efforts to effect such exchange and to permit the resale of Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealers acquired for their own account as a result of market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i) If, in the reasonable opinion of counsel to the Company, there is a question as to whether the Exchange Offers are permitted by applicable law, the Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate Exchange Offers for the Initial Notes. The Company and the Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The

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Company and the Guarantors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such Exchange Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii) As a condition to its participation in an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) substantially to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer (C) it is acquiring the Exchange Notes in its ordinary course of business and (D) if such Holder is a Broker-Dealer, it has acquired the Exchange Notes as a result of market-making activities or other trading activities and will comply with the applicable provisions of the Securities Act. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company.

(b) Shelf Registration Statement. In connection with a Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus

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required to permit resales of Notes by Broker-Dealers), the Company and each of the Guarantors shall:

(i) except during a Suspension Period, use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 of this Agreement, as applicable (subject to Section 6(d) below); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter;

(ii) except during a Suspension Period, prepare and file with the Commission such amendments and post-effective amendments to such Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) in the case of a Shelf Registration Statement, advise the underwriters, if any, and selling Holders promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or (C) except during a Suspension Period, of the existence of any fact or the happening of any event that makes any statement of a material fact made in such Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in such Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of such Registration Statement, or any state securities

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commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) in the case of a Shelf Registration Statement, furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriters, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriters in connection with such sale, if any, for a period of at least five business days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriters, if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v) in the case of a Shelf Registration Statement, promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriters, if any, make available representatives of the Company and of the Guarantors for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriters, if any, reasonably may request;

(vi) in the case of a Shelf Registration Statement, make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriters, all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;

(vii) except during a Suspension Period, if requested by any selling Holders or the underwriters, if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriters, if any, may reasonably request to

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have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) in the case of a Shelf Registration Statement, furnish to each selling Holder, each Broker-Dealer that holds Notes and each of the underwriters, if any, without charge, at least one copy of such Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix) in the case of a Shelf Registration Statement, deliver to each selling Holder, each Broker-Dealer that holds Notes and each of the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriters, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement) and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantors shall, in the case of a Shelf Registration Statement:

(A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon effectiveness of the Shelf Registration Statement:

(1) a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(g) of the Purchase Agreement and such other matters as such parties may reasonably request;

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(2) an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company and the Guarantors, covering the same matters as the opinion described in Section 5(c) of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the selling Holders’ representatives and the selling Holders’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the statements included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3) in the case of an underwriter, a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings;

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors pursuant to this clause (x), if any.

If at any time the representations and warranties of the Company and the Guarantors contemplated in clause (A)(l) above cease to be true and correct, the

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Company or the Guarantors shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xi) in the case of a Shelf Registration Statement, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriters may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to (A) register or qualify as a foreign corporation where it is not then so qualified, (B) make any changes to its organizational documents or (C) to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to such Registration Statement, in any jurisdiction where it is not then so subject;

(xii) shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes of the same series, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes of such series surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchasers of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation;

(xiii) cooperate with the selling Holders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriters, if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriters;

(xiv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above;

(xv) except during a Suspension Period, if any fact or event contemplated by clause (c)(iii)(C) above shall exist or have occurred, prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

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(xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of such Registration Statement and provide the Trustee under the applicable Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depositary Trust Company;

(xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use its reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;

(xviii) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such Registration Statement; and

(xix) cause each Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to each Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(C) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended (but not beyond the date on which all Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities (in the case of Section 3) or the date when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement

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or are eligible for resale pursuant to Rule 144(k) (in the case of Section 4)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(C) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice.

(d) The Company will have the ability to suspend a Shelf Registration Statement (a “Suspension Period”), if the Company’s Board of Directors determines, in their reasonable business judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Company. A Suspension Period shall commence on and include the date that the Company and the Guarantors give notice that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities covered by such Registration Statement and continue until holders of such Transfer Restricted Securities either receive the copies of the supplemented or amended prospectus contemplated by Section 6(c) above or are advised in writing by the Company and the Guarantors that use of the Prospectus may be resumed. The Company will not be permitted to exercise its rights under this paragraph more than twice in any twelve-month period with respect to a series of Notes, and any such suspensions with respect to a series of Notes may not exceed 90 days in the aggregate during any twelve month period.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company or the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offers and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

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(b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantors of their respective obligations pursuant to this Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any

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Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company, the Guarantors or their respective directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company and the Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Indemnified Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such

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purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and their related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint.

SECTION 9. Participation In Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 10. Selection Of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company.

SECTION 11. Miscellaneous.

(a) Remedies. The Company and the Guarantors each hereby agree that, subject to Section 5, monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company and the Guarantors will not, on or after the date of this Agreement enter into any agreement with respect to their securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

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(c) Adjustments Affecting the Notes. The Company and the Guarantors will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities of each series affected thereby. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to an Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the applicable Indenture, with a copy to the Registrar under the applicable Indenture; and

(ii) if to the Company:

American Tire Distributors, Inc.

12200 Herbert Wayne Court

Huntersville, NC 28070

Telecopier No.: (704) 992-1294

Attention: J. Michael Gaither

With a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10016

Telecopier No.: (212) 351-5276

Attention: Joerg H. Esdorn

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

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Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indentures.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j) Entire Agreement. This Agreement together with the other Transaction Agreements (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary

THE SPEED MERCHANT, INC.
T.O. HAAS HOLDING CO., INC.
T.O. HAAS TIRE COMPANY, INC.
TEXAS MARKET TIRE HOLDINGS I, INC.
TEXAS MARKET TIRE, INC.
TARGET TIRE, INC.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary

21

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON LLC
WACHOVIA CAPITAL MARKETS, LLC
By:	Banc of America Securities LLC
By:	/s/ Bruce Thompson
	Managing Director

EX-10.18

Exhibit 10.18

TERMINATION AGREEMENT

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”).

Introduction

In connection with the closing of the transaction contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of March 7, 2005, by and among American Tire Distributors Holdings, Inc., a Delaware corporation, ATD MergerSub, Inc., a Delaware corporation, 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, and the Company, the parties hereto desire to terminate certain agreements entered into by and among the parties hereto.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination of Agreements. As of the date hereof, the following agreements are hereby terminated:

(a) the Warrantholder Agreement, dated as of May 21, 1999, by and among the Fund, Charlesbank and the Company; and

(b) the Amended and Restated Registration Rights Agreement, dated as of May 21, 1999, by and among the Fund, Charlesbank and the Company.

2. Counterparts. This Termination Agreement may be signed in any number of counterparts (including by facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

3. Governing Law. THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

4. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Termination Agreement, execute and deliver all such further instruments and take all such further actions as may be reasonably necessary or appropriate in order to carry out the provisions of this Termination Agreement.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed as of the day and year first above written.

AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ J. Michael Gaither
	Name:	J. Michael Gaither
	Title:	Executive Vice President, General Counsel & Secretary

THE 1818 MEZZANINE FUND, L.P.
Per Pro	BROWN BROTHERS HARRIMAN & CO., its General Partner
	By:	/s/ Joseph P. Doslon
		Name:	Joseph P. Doslon
		Title:	Managing Director

CHARLESBANK EQUITY FUND IV, LIMITED PARTNERSHIP
	BY:	CHARLESBANK EQUITY FUND IV GP, LIMITED PARTNERSHIP, its General Partner
	BY:	CHARLESBANK CAPITAL PARTNERS, LLC, its General Partner
	By:	/s/ Tim R. Palmer
		Name:	Tim R. Palmer
		Title:	Managing Director

EX-10.19

Exhibit 10.19

EXECUTION COPY

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 AGREEMENT

March 25, 2005

The 1818 Mezzanine Fund II, L.P.

c/o Brown Brothers Harriman & Co.

140 Broadway

New York, New York 10005

Ladies and Gentlemen:

The undersigned hereby confirm their agreement with you (the “Purchaser”) as set forth below.

1. The Securities. Subject to the terms and conditions contained herein, (a) American Tire Distributors Holdings, Inc., a Delaware corporation (“Holdings”), proposes to issue and sell to the Purchaser 20,000 shares of the 8% Cumulative Redeemable Preferred Stock of Holdings (the “Redeemable Preferred Stock”) with an initial aggregate liquidation preference of $20,000,000 and Warrants (the “Warrants” and, together with the Redeemable Preferred Stock, the “Securities”) exercisable initially to purchase an aggregate of 21,895 shares of Series A Common Stock of Holdings, $0.01 par value per share (the “Series A Stock”), to be issued upon exercise of the Warrants (including any additional shares of Series A Stock issuable upon exercise of the Warrants as a result of adjustments to the number of shares issuable under the Warrant Agreement (defined below) in accordance with the terms thereof, the “Warrant Shares”).

The shares of Redeemable Preferred Stock are to be issued pursuant to an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and a Certificate of Designation (the “Redeemable Preferred Certificate of Designation”) of Holdings substantially in the form attached as Exhibits A and Exhibit B, respectively to be filed with the Secretary of State of the State of Delaware. The Warrants are to be issued pursuant to a Warrant Agreement (the “Warrant Agreement”) substantially in the form attached as Exhibit C.

The Securities will be offered and sold to the Purchaser without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom.

The Securities will be offered in connection with an acquisition (the “Acquisition”) pursuant to which Holdings intends to acquire all of the stock of American Tire

Distributors, Inc., a Delaware corporation (the “Company”), which will be effected through the merger of a newly created wholly-owned subsidiary of Holdings (“MergerCo”) into the Company, with the Company being the surviving corporation, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of March 7, 2005, (the “Merger Agreement”), among Holdings, MergerCo, Charlesbank Equity Fund IV, Limited Partnership and Charlesbank Capital Partners, LLC. Concurrently with the consummation of the Acquisition, the Company and its subsidiaries will refinance most of their outstanding debt (the “Refinancing” and, together with the Acquisition and the transactions contemplated hereby, the “Transactions”). In connection with the Refinancing, (i) the Company (a) will amend its credit facility to provide for an aggregate of $300.0 million of term and revolving loans (the “Amended Credit Facility”) and (b) will issue $290.0 million of notes (the “Notes”) pursuant to a purchase agreement (the “Note Purchase Agreement”) and indenture (the “Indenture”) and (ii) Holdings will issue $40.0 million of Notes (the “Mezz Notes”) pursuant to a purchase agreement (the “Mezz Note Purchase Agreement”) and indenture (the “Mezz Indenture” and, together with this Purchase Agreement, the Warrant Agreement, the Merger Agreement, the Amended Credit Facility Agreement, the Note Purchase Agreement and the Indenture, the “Transaction Agreements”) and 4,500 shares of its Series B Preferred Stock (the “Series B Preferred Stock”), in each case on terms set forth in term sheets or other documentation previously furnished to the Purchaser.

In connection with the issuance of the Notes, the Company has prepared a copy of a Preliminary Offering Memorandum, dated March 8, 2005 (the “Preliminary Offering Memorandum”) which Holdings has delivered to the Purchaser, and will prepare and Holdings will deliver to the Purchaser a copy of the final Offering Memorandum to be dated March 23, 2005 (including any amendments or supplements thereto, the “Offering Memorandum”) setting forth a description of the Transactions and the Company and its subsidiaries.

2. Representations and Warranties of Holdings. Holdings represents and warrants to the Purchaser as follows:

(a) The Offering Memorandum. The Preliminary Offering Memorandum as of its date did not, and the Offering Memorandum as of its date and as of the Closing Date (defined below) will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Preliminary Offering Memorandum and the Offering Memorandum were prepared for the purpose of the offer and sale of the Notes by the Company and not the Securities by Holdings and accordingly do not include all of the information that would be included in an offering memorandum relating to the offer and sale of the Securities.

(b) The Purchase Agreement. This Purchase Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, Holdings, enforceable in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

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(c) The Warrant Agreement. As of the Closing Date, the Warrant Agreement will have been duly authorized, executed and delivered by, and will be a valid and binding agreement of, Holdings, enforceable in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(d) The Warrants. As of the Closing Date, the Warrants will have been duly authorized by Holdings and, when issued and delivered by Holdings in accordance with the terms of this Purchase Agreement and the Warrant Agreement, will constitute valid and binding obligations of Holdings, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(e) The Warrant Shares. As of the Closing Date, the Warrant Shares exercisable as of the Closing Date will have been duly authorized and reserved for issuance by Holdings and when issued and paid for upon exercise of the Warrants in accordance with the terms of the Warrants and the Warrant Agreement, will be validly issued, fully paid, nonassessable and will not have been issued in violation of any preemptive rights.

(f) Capital Stock. As of the Closing Date, after giving effect to the Transactions, the authorized capital stock of Holdings will consist of 3,633,000 shares of common stock, 1,816,500 shares of which will be designated as Common Stock, par value $0.01 per share (the “Common Stock”), 1,500,000 shares of which will be designated as Series A Stock, 315,000 shares of which will be designated as Series B Common Stock, $0.01 par value per share (the “Series B Stock”), and 1,500 shares of which will be designated as Series D Common Stock, $0.01 par value per share (the “Series D Stock”) and 500,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), 20,000 shares of which will be designated as 8% Cumulative Redeemable Preferred Stock, 4,500 shares of which will be designated as Series B Preferred Stock and 475,500 shares of which will not be designated. As of the Closing Date, after giving effect to the Transactions, the outstanding capital stock of Holdings will consist of 691,172 shares of Series A Stock, 307,328 shares of Series B Stock, 1,500 shares of Series D Stock, 20,000 shares of 8% Cumulative Redeemable Preferred Stock and 4,500 shares of Series B Preferred Stock. As of the Closing Date, after giving effect to the Transactions, no shares of Common Stock will be outstanding. As of the Closing Date, after giving effect to the Transactions, all of the outstanding shares of capital stock of Holdings will be duly authorized and validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights. As of the Closing Date, after giving effect to the Transactions, there will be no outstanding (i) options, warrants or other rights to purchase from Holdings, (ii) agreements or other obligations of Holdings to issue or (iii) other rights to convert any obligation into, or exchange any securities of, shares of capital stock of, or other equity securities of, Holdings, other than the Warrants, options to purchase up to approximately 16% of the aggregate number of shares of all series of common stock of Holdings on a fully diluted basis and as set forth in the Certificate of Incorporation. As of the Closing Date, after giving effect to the Transactions, the Warrants will be

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exercisable for 2.14% of the aggregate number of shares of all series of common stock of Holdings outstanding and issuable upon exercise of the Warrants as of such date.

(g) The Redeemable Preferred Certificate of Designation. As of the Closing Date, the Redeemable Preferred Certificate of Designation will have been duly authorized by Holdings. Upon filing of the Redeemable Preferred Certificate of Designation with the Secretary of State of the State of Delaware, 20,000 shares of Redeemable Preferred Stock will be duly authorized and, when issued and delivered by Holdings against payment therefor in accordance with the provisions of this Purchase Agreement, will be validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights. The Certificate of Incorporation, by virtue of the filing of the Redeemable Preferred Certificate of Designation, will set forth the rights, preferences and priorities of the Redeemable Preferred Stock.

(h) Other Transaction Agreements. As of the Closing Date, each of the Merger Agreement, the Amended Credit Facility, the Mezz Note Purchase Agreement and the Note Purchase Agreement will be duly authorized, executed and delivered by, and, with respect to the Merger Agreement and the Amended Credit Facility, will be a valid and binding agreement of Holdings and the Company to the extent a party thereto, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(i) No Material Adverse Change. Except as disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) Holdings and its subsidiaries (which term, as used in this Section 2, shall, for the avoidance of doubt, without limitation, include MergerSub, the Company and all its subsidiaries), considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (ii) there has been no dividend or distribution of any kind declared, paid or made by Holdings or the Company or, except for dividends paid to Holdings or wholly-owned subsidiaries on any class of capital stock or repurchase or redemption by Holdings or any of its subsidiaries of any class of capital stock.

(j) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Historical and Adjusted Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the information set forth therein on a basis

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consistent with that of the audited financial statements contained in the Offering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein and have been properly presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(k) Incorporation and Good Standing of Holdings and its Subsidiaries. Each of Holdings and its subsidiaries has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its organization and has corporate and other power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Transaction Agreements to the extent it is a party thereto. Holdings and each of its subsidiaries is duly qualified as a foreign person to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse change, or any development that could reasonably be expect to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations, whether or not arising from transactions in the ordinary course of business, of Holdings and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”). All of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and, after giving effect to the Transactions, will be owned by Holdings, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the Amended Credit Facility as described in the Offering Memorandum, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. After giving effect to the Transactions, Holdings will not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule A hereto.

(l) Capitalization of the Company. At January 1, 2005, on a consolidated basis, after giving pro forma effect to the Transactions, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options or warrants described in the Offering Memorandum).

(m) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Holdings nor any of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note,

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contract, franchise, lease or other instrument to which Holdings or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of Holdings or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such violations or Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Holdings’ and each of its subsidiaries’ execution, delivery and performance of the Transaction Agreements (to the extent each is a party thereto), and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of Holdings or the Company, or any guarantor of the Notes (each, a “Guarantor”), (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Holdings, the Company or any Guarantor (other than liens securing the Amended Credit Facility) pursuant to, or require the consent of any other party to, any Existing Instrument (other than instruments being terminated on or prior to the Closing Date in connection with the Transactions) except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to Holdings, the Company, or any Guarantor except where such violation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the execution, delivery and performance of the Transaction Agreements by Holdings, the Company and the Guarantors (to the extent that each is a party thereto) or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Holdings, the Company and the Guarantors and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company’s and the Guarantors’ obligations under the registration rights agreement with applicable to the Notes. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Holdings, the Company or any Guarantors.

(n) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of Holdings’ knowledge, threatened (i) against or affecting Holdings or any of its subsidiaries, (ii) which has as the subject thereof any property owned or leased by, Holdings or any of its subsidiaries; which would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Purchase Agreement. No material labor dispute with the employees of Holdings or any of its subsidiaries, or with

6

the employees of any principal supplier of the Company, exists or, to the best of Holdings’ knowledge, is threatened or imminent.

(o) Intellectual Property Rights. Holdings and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Change. Neither Holdings nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict would reasonably be expected to result in a Material Adverse Change.

(p) All Necessary Permits, etc. Holdings and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither Holdings nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate ruling or finding, would reasonably be expected to result in a Material Adverse Change.

(q) Title to Properties. Holdings and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 2(j) above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as secure the Amended Credit Facility as described in the Offering Memorandum and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by Holdings or such subsidiary. The real property, improvements, equipment and personal property held under lease by Holdings or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by Holdings or such subsidiary.

(r) Tax Law Compliance. Holdings and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings and except where failure to so file or pay would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

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(s) Insurance. Each of Holdings and its subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by Holdings and its subsidiaries against theft, damage, destruction, acts of vandalism and terrorism. Holdings has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Change.

(t) No Unlawful Contributions or Other Payments. Neither Holdings nor any of its subsidiaries nor, to Holdings’ knowledge without conducting any investigation, any employee or agent of the Holdings or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

(u) Company’s Accounting System. The Company maintains a system of accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is evaluated in light of actual assets at reasonable intervals and appropriate action is taken with respect to any differences.

(v) Compliance with Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither Holdings nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, radioactive substances, asbestos or asbestos-containing materials, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of Holdings or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has Holdings or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that Holdings or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or

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governmental authority, no investigation with respect to which Holdings has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by Holdings or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the best of Holdings’ knowledge, threatened against Holdings or any of its subsidiaries or any person or entity whose liability for any Environmental Claim Holdings or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the best of Holdings’ knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against Holdings or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim Holdings or any of its subsidiaries has retained or assumed either contractually or by operation of law.

(w) ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, Holdings and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by Holdings, its subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to Holdings or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which Holdings or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by Holdings, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Holdings, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, neither Holdings, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by Holdings, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(x) Compliance with Labor Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the best of Holdings’ knowledge, threatened against the Holdings or any of its subsidiaries before the National Labor

9

Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the best of Holdings’ knowledge, threatened, against Holdings or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of Holdings’ knowledge, threatened against Holdings or any of its subsidiaries and (C) no union representation question existing with respect to the employees of the Holdings or any of its subsidiaries and, to the best of Holdings’ knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.

(y) No Outstanding Loans or Other Indebtedness. There are no material outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by Holdings to or for the benefit of any of the officers or directors of Holdings or any of the members of any of their families, except as disclosed in the Offering Memorandum.

(z) Neither Holdings, the Company nor any person acting on their behalf has made any commitment to any broker, finder or other intermediary, person or firm that would require the payment of any fee, commission or other payment on account of the transactions contemplated by this Purchase Agreement.

3. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to Holdings as follows:

(a) The Purchaser is a corporation, partnership, trust or other legal entity duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into and consummate the transactions contemplated by this Purchase Agreement.

(b) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Act, and is financially able to hold the Securities for long term investment and to suffer a complete loss of its investment in the Securities. The Securities are being purchased by the Purchaser for its own account for investment purposes, and not with a view to any distribution thereof within the meaning of the Act. The Purchaser has had the opportunity to ask questions of Holdings and the Company and their officers and employees and to receive to its satisfaction such information about their business and financial condition as it considers necessary or appropriate for deciding whether to purchase the Securities, and the Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Securities.

(c) Neither the Purchaser nor any person acting on its behalf has made any commitment to any broker, finder or other intermediary, person or firm that would require the payment of any fee, commission or other payment on account of the transactions contemplated by this Purchase Agreement.

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4. Purchase, Sale and Delivery of the Securities. Subject to the terms and conditions set forth herein, Holdings agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from Holdings, 20,000 shares of Redeemable Preferred Stock for a purchase price of $15,369,426.45 and Warrants (exercisable initially to purchase 21,895 shares of Series A Stock) for a purchase price of $4,630,573.55. One or more certificates in definitive form for the shares of Preferred Stock and the Warrants that the Purchaser has agreed to purchase hereunder, shall be delivered to the Purchaser on the Closing Date, against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer of immediately available funds to such account or accounts as Holdings shall have specify prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166 at 9:00 A.M., New York City time, on March 31, 2005, or such other time and date as the Refinancing shall occur (such time and date of delivery against payment being herein referred to as the “Closing Date” and the consummation of the issuance and sale of the Securities contemplated hereby being referred to herein as the “Closing”).

5. Acknowledgments and Agreements of Purchaser. Each Purchaser acknowledges and agrees that:

The Securities will not be registered under the Act or under the securities laws of any state and must be held by the Purchaser indefinitely unless the resale of the Securities is subsequently registered under the Act and any applicable state securities law or an exemption from such registration becomes or is available. In addition to any legend required by law or any other agreement by which the Purchaser is bound, Holdings shall place a legend in substantially the following form on any certificate representing the Securities or the Warrant Shares:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.

IN CONNECTION WITH ANY TRANSFER, IF REASONABLY REQUESTED BY THE ISSUER THE HOLDER SHALL DELIVER TO THE ISSUER AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE AND SUCH CERTIFICATES AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

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Additionally, Holdings shall place a legend in substantially the following form on any certificate representing the Preferred Stock:

“THESE SECURITIES ARE SUBJECT TO MANDATORY REDEMPTION BY THE CORPORATION. THE CORPORATION SHALL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE AND OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES OF STOCK OF THE CORPORATION AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.”

Additionally, Holdings shall place a legend in substantially the following form of any certificate representing the Warrants or the Warrant Shares, as appropriate:

THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE REQUIRED TO BE EXERCISED UPON THE DEMAND OF THE ISSUER, UPON THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE ISSUER. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ISSUER.

THIS SECURITY IS SUBJECT TO MANDATORY REDEMPTION BY THE ISSUER. SUCH REDEMPTION CAN BE ACCOMPLISHED WITHOUT THE CERTIFICATES REPRESENTING SUCH SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE ISSUER GIVES NOTICE OF SUCH REDEMPTION. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH SECURITYHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF STOCK OR SERIES OF STOCK OF THE ISSUER AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.”

6. Fees and Expenses. Holdings agrees to pay, upon the consummation of the Transactions (including the purchase of the Securities pursuant to this Purchase Agreement), (i) a fee to the Purchaser in the amount of $600,000 and (ii) the reasonable out-of-pocket expenses of the Purchaser in connection with the purchase of the Securities (it being understood and agreed that the fees and expenses of only one firm of outside counsel to the Purchaser shall be included therein). Holdings further agrees to pay or cause to be paid all reasonable out-of-pocket expenses incurred by the Purchaser following the Closing Date in respect of the Purchaser monitoring its investment in the Securities (including such expenses arising from attending meetings of Holding’s Board of Directors).

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7. Reports. So long as the Purchaser and its affiliates beneficially own more than 5,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends and the like) or all of the Warrants purchased hereunder (or Warrant Shares, if any of such Warrants shall have been exercised), Holdings shall furnish to the Purchaser:

(a) reports the Company submits to the senior lenders under the Amended Credit Facility; and

(b) reports or other financial information concerning Holdings and its subsidiaries as the Purchaser from time to time reasonably requests.

8. Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a) There shall have been no material breach by Holdings in the performance of any of its covenants, agreements or obligations herein to be performed at or prior to the Closing.

(b) The representations and warranties contained in Section 2 hereof shall be accurate in all material respects as of the Closing Date.

(c) Currently with the transactions contemplated hereby to occur on the Closing Date, the Transaction Agreements shall have become effective on terms and conditions substantially consistent with the documentation previously furnished to the Purchaser subject to such modifications as may be consented to by the Purchaser, which consent shall not be unreasonably withheld, and the Transactions contemplated in the Offering Memorandum to be consummated on or prior to the Closing Date shall have been consummated.

(d) On the Closing Date the Purchaser shall have received the favorable opinion of J. Michael Gaither, General Counsel of the Company, dated as of such Closing Date, the form of which is attached as Exhibit D.

(e) On the Closing Date the Purchaser shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for Holdings, dated as of such Closing Date, the form of which is attached as Exhibit E.

(f) On the Closing Date the Purchaser shall have received a written certificate executed by the Chief Executive Officer of Holdings, dated as of the Closing Date, to the effect that:

(i) for the period from and after the date of this Purchase Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii) the representations, warranties and covenants of Holdings set forth in Section 2 of this Purchase Agreement are true and correct in all material respects

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with the same force and effect as though expressly made on and as of the Closing Date; and

(iii) Holdings has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

(g) On the Closing Date, the Purchaser shall have received the Warrant Agreement, duly authorized, executed and delivered by Holdings, substantially in form set forth in Exhibits C hereto.

(h) Holdings shall have received proceeds from the sale of its common equity in an amount not less than $210.0 million.

(i) Holdings shall have paid all fees and expenses required to be paid as of the Closing Date in accordance with Section 6 hereof.

9. Conditions to Obligations of Holdings. The obligation of Holdings to issue and sell to the Purchaser the Securities shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a) There shall have been no material breach by the Purchaser in the performance of any of its covenants, agreements or obligations herein to be performed at or prior to the Closing.

(b) The representations and warranties contained in Section 3 hereof shall be accurate in all material respects as of the Closing Date.

(c) The Transaction Agreements shall have become effective and the Transactions contemplated in the Offering Memorandum to be consummated on or prior to the Closing Date shall have been consummated.

10. Termination. Notwithstanding anything contained in this Purchase Agreement to the contrary, this Purchase Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual consent of the Purchaser and Holdings; (b) by the Purchaser in the event that any condition set forth in Section 8 shall not be satisfied and shall not be reasonably capable of being satisfied within 10 days following the Purchaser’s written notice to Holdings of such failure; (c) by Holdings in the event that any condition set forth in Section 9 shall not be satisfied and shall not be reasonably capable of being satisfied within 10 days following Holdings’ written notice to the Purchaser of such failure; and (d) by Holdings or by Purchaser if the Closing shall not have occurred on or before April 29, 2005; provided, however, that no party may terminate this Purchase Agreement pursuant to clause (b), (c) or (d) if the failure of any such condition in Section 8 or Section 9 to be satisfied or the failure of the Closing to occur on or before April 29, 2005 results from the breach by such party of this Purchase Agreement. If this Purchase Agreement is terminated pursuant to this Section 10, all obligations of the parties under this Purchase Agreement shall be terminated without liability or penalty on the part of any party or its officers, directors or shareholders to any other party; provided, however, that no such termination shall relieve any party from liability for damages resulting from any breach by such party of this

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Purchase Agreement or otherwise limit any remedy available to a party or parties on account of any such breach.

11. Notices. All notices and other communications given or made pursuant to this Purchase Agreement shall be in writing and shall be deemed to have been duly given or made (a) three business days after being sent by registered or certified mail, return receipt requested, (b) upon delivery, if hand delivered, (c) one business day after being sent by a nationally recognized prepaid overnight carrier with guaranteed delivery, with a record of receipt, or (d) upon transmission with confirmed delivery if sent by facsimile, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

If to the Purchaser:

The 1818 Mezzanine Fund II, L.P.

c/o Brown Brothers Harriman

140 Broadway

New York, New York 10005

Facsimile: (212) 493-7293

Attention: Joseph P. Donlan

with a copy to:

Paul, Weiss Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Facsimile: (212) 757-3990

Attention: Jeffrey D. Marell

If to Holdings:

American Tire Distributors Holdings, Inc.

c/o American Tire Distributors, Inc.

12200 Herbert Wayne Court

Suite 150

Huntersville, NC 28070

Facsimile: (704) 992-1294

Attention: J. Michael Gaither

with a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10016

Facsimile: (212) 351-4035

Attention: Joerg H. Esdorn

12. Successors. This Purchase Agreement shall inure to the benefit of and be binding upon the Purchaser and Holdings and, subject to Section 18(c), their respective successors and

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legal representatives and assigns and nothing expressed or mentioned in this Purchase Agreement is intended or shall be construed to give any other person (including any purchaser of any Securities from the Purchaser) any legal or equitable right, remedy or claim under or in respect of this Purchase Agreement, or any provisions herein contained. This Purchase Agreement and all conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the Purchaser and Holdings and for the benefit of no other person.

13. Expiration of Representations and Warranties. The representations and warranties set forth in Sections 2(b) through (g) and Section 2(z) hereof shall survive the Closing; all other representations and warranties set forth in Section 2 hereof shall terminate upon the Closing.

14. Confidentiality. The Purchaser agrees to protect all non-public information regarding Holdings and its subsidiaries and their businesses, it being understood and agreed by Holdings that, in any event, the Purchaser may make (a) disclosures of such information to affiliates of the Purchaser and to Brown Brothers Harriman & Co. and their respective representatives, partners, agents and advisors (each, an “Agent”) (and to other persons authorized by the Purchaser or any Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 14), provided, that such Persons are advised of and agree to be bound by confidentiality provisions substantially comparable to this Section 14, (b) disclosures of such information reasonably required by any potential assignee or transferee in connection with the contemplated assignment or transfer by the Purchaser of Securities (provided that such counterparties and advisors are advised of and agree to be bound by confidentiality provisions substantially comparable to this Section 14) and (c) required or requested by any governmental agency or representative thereof or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law, the Purchaser shall make reasonable efforts to notify Holdings of any request by any governmental agency or representative thereof for disclosure of any such non-public information prior to disclosure of such information.

15. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS PURCHASE AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

16. Counterparts. This Purchase Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Purchase Agreement by facsimile shall be as effective as delivery of a manually executed counterpart to this Purchase Agreement.

17. Preemptive Rights. So long as the Purchaser beneficially owns all of the Warrants it is purchasing hereunder (or Warrant Shares, if any of such Warrants shall have been exercised), in the case of the proposed issuance by Holdings of any New Securities (as defined below), Holdings shall at such time deliver to the Purchaser, written notice (the “Preemptive

16

Notice”) of Holdings’ decision, describing the amount, type and terms of such New Securities. The Purchaser shall have ten business days after Holdings delivers the Preemptive Notice to agree to purchase, on the terms and conditions set forth in the Preemptive Notice, the number of shares of New Securities equal to the product of the aggregate number of New Securities to be issued by Holdings times a fraction the numerator of which is the aggregate number of Warrant Shares for which such Warrants may be exercised at that time and the denominator of which is the aggregate number of shares of all classes or series of common stock outstanding at that time plus the aggregate number of Warrant Shares for which such Warrants may be exercised. The closing of the sale of the New Securities shall include and be contemporaneous with the closing of the sale of securities to the Purchaser and shall be held at such place and at such date and time as determined by Holdings but in no event earlier than 15 business days following Holdings’ delivery of the Preemptive Notice to the Purchaser. The provisions of this Section 17 will expire immediately prior to (and shall not apply to) the closing of an Initial Public Offering. For purposes of this Section 17, “New Securities” means any equity securities of Holdings, or securities convertible into or exercisable or exchange for, such equity securities, issued after the date of this Purchase Agreement, whether authorized now or in the future, provided that it shall not mean securities (a) sold in a public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission, (b) issued as consideration in any merger or recapitalization of Holdings or issued as consideration for the acquisition of another Person (as defined in the Warrant Agreement) or assets of another Person, (c) issued pursuant to stock incentive or compensation plans approved by the Board of Directors of Holdings, (d) issued upon exercise of warrants or convertible instruments outstanding as of the date of this Purchase Agreement or (e) issued in connection with debt or lease financings approved by the Board of Directors of Holdings; and “Initial Public Offering” means the effectiveness of a registration statement under the Securities Act on any of Forms S-1, S-2, S-3 or any similar or successor form covering any of the common equity securities of Holdings, and the completion of a sale of such common equity securities of Holdings thereunder, (i) following which Holdings is, or becomes, a reporting company under Section 12(b) or 12(g) of the Exchange Act, and (ii) as a result of which the common equity securities of Holdings are traded on the New York Stock Exchange or the American Stock Exchange, or quoted on The Nasdaq Stock Market or are traded or quoted on any other national stock exchange.

18. Miscellaneous. (a) If any term or other provision of this Purchase Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Purchase Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Purchase Agreement is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Purchase Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Purchase Agreement are consummated as originally contemplated to the greatest extent possible.

(b) This Purchase Agreement and the Warrant Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between Holdings and the Purchaser with respect to the subject matter hereof and thereof.

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(c) This Purchase Agreement may not be assigned by operation of law or otherwise without the express written consent of Holdings and the Purchaser (which consent may be granted or withheld in the sole discretion of Holdings or the Purchaser); provided that the Purchaser may, without such consent, assign its rights and obligations under this Purchase Agreement to its affiliates in connection with a transfer of Securities to such affiliates, provided that such transfer is in accordance with the terms of this Purchase Agreement.

(d) Each of the parties hereto shall use their reasonable best efforts to take, or cause to be taken, all appropriate actions as may be required to carry out the provisions of this Purchase Agreement and consummate and make effective the transactions contemplated by this Purchase Agreement.

(e) Any term of this Purchase Agreement may be amended and the observance of any such term may be waived (either generally or in a particular instance) only with the prior written consent of each of the parties hereto.

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If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among Holdings and the Purchaser.

Very truly yours,
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
	Name: Steven Puccinelli
	Title: President

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
The 1818 MEZZANINE FUND II, L.P.
By:	Brown Brothers Harriman & Co., its general partner
By:	/s/ Joseph P. Donlan
	Name: Joseph P. Donlan
	Title: Managing Director

EX-10.20

Exhibit 10.20

Execution Copy

STOCKHOLDERS AGREEMENT

dated as of March 31, 2005

by and among

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.,

and

EACH PERSON LISTED ON THE SIGNATURE PAGES HERETO

TABLE OF CONTENTS

		Page
Section 1.	Definitions	1
Section 2.	Board Representation	4
Section 3.	Right To Participate in Certain Sales	4
Section 4.	Right to Participate in Certain Financings	6
Section 5.	Right of First Offer	7
Section 6.	Certain Covenants	8
Section 7.	Support of Extraordinary Transaction	9
Section 8.	Notices	9
Section 9.	Invalid Provisions	9
Section 10.	Counterparts	9
Section 11.	Governing Law; Consent to Jurisdiction	9
Section 12.	Assignment; Successors and Assigns	10
Section 13.	Titles and Headings; Construction	10
Section 14.	Entire Agreement; Amendments	10
Section 15.	Waivers	10
Section 16.	Specific Performance	10
Section 17.	Relationship of the Parties	11

i

STOCKHOLDERS AGREEMENT

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”).

W I T N E S S E T H

WHEREAS, the Stockholders wish to provide for certain matters regarding the governance of the Company and the disposition of their equity securities of the Company as set forth hereinafter;

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto, hereby agree as follows:

Section 1. Definitions. In this Agreement the following terms shall have the respective meanings ascribed to them below:

“Affiliate” means, (i) as applied to any Person other than an Investcorp Investor, any other Person directly or indirectly controlling, controlled by or under common control with that Person and (ii) as applied to the Investcorp Investors, any other Person with whom Investcorp or any of its Affiliates has an administrative relationship with respect to securities of the Company. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by”, and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or by contract or otherwise.

“ATD” means American Tire Distributors, Inc., a Delaware corporation.

“Berkshire/Greenbriar Investors” means, as of any applicable date, the Berkshire Investors and the Greenbriar Investors as of such date.

“Berkshire Investors” means, as of any applicable date, Berkshire Investors LLC, Berkshire Fund VI Investment Corp., and their respective Affiliates, to the extent that such Persons own equity securities of the Company as of such date.

“Board” means the Company’s Board of Directors.

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

“Charter” means the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.

“Company” has the meaning set forth in the forepart of this Agreement.

“Designated Sale Event” shall mean any transaction or series of related transactions that would result in the sale of twenty-five percent (25%) or more of the common equity interests of the Company to any Person or Persons other than one or more Investcorp Investors.

“Director” means a member of the Board.

“Electing Holder” has the meaning set forth in Section 3(c).

“Exchange Act” means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Extraordinary Transaction” means any merger, reorganization, recapitalization or other corporate transaction in which shares of any series of common stock of the Company are converted into or exchanged for cash, securities of any entity or other property.

“Greenbriar Investors” means, as of any applicable date, Greenbriar Equity Fund, L.P. and Greenbriar Co-Investment Partners, L.P. and their respective Affiliates, to the extent that such Persons own equity securities of the Company as of such date.

“IIEL” means Investcorp Investment Equity Limited, a Cayman Islands corporation.

“Included Series B Shares” has the meaning set forth in Section 3(c).

“Initial Public Offering” means the effectiveness of a registration statement under the Securities Act on any of Forms S-1, S-2, S-3 or any similar or successor form covering any of the common equity securities of the Company, and the completion of a sale of such common equity securities of the Company thereunder, (i) following which the Company is, or becomes, a reporting company under Section 12(b) or 12(g) of the Exchange Act, and (ii) as a result of which the common equity securities of the Company are traded on the New York Stock Exchange or the American Stock Exchange, or quoted on The Nasdaq Stock Market or are traded or quoted on any other national stock exchange.

“Investcorp” means Investcorp S.A.

“Investcorp Investors” means, as of any applicable date, IIEL and its Affiliates, to the extent that such Persons own common equity securities of the Company as of such date.

“New Securities” means any equity securities of the Company, or securities convertible into or exercisable or exchange for, such equity securities, issued after the date of this Agreement, whether authorized now or in the future, provided that it shall not mean securities (a) sold in a public offering pursuant to an effective registration statement filed with the SEC, (b) issued as consideration in any merger or recapitalization of the Company or issued as consideration for the acquisition of another Person or assets of another Person, (c) issued pursuant to stock incentive or compensation plans approved by the Board, (d) issued upon

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exercise of warrants or convertible instruments outstanding as of the date of this Agreement or (e) issued in connection with debt or lease financings approved by the Board.

“Notice of Exercise” has the meaning set forth in Section 5(b).

“Offer” has the meaning set forth in Section 5(a).

“Offer Period” has the meaning set forth in Section 5(b).

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, a joint stock company, an unincorporated organization and any governmental or regulatory body or other agency or authority or political subdivision thereof.

“Preemptive Notice” has the meaning set forth in Section 4(a).

“Pro Rata Series B Share Amount” has the meaning set forth in Section 3(a).

“Right” has the meaning set forth in Section 5(b).

“SEC” means, at any time, the Securities and Exchange Commission or any other federal agency at such time administering the Securities Act.

“Section 3 Election Notice” has the meaning set forth in Section 3(c).

“Section 3 Purchaser” has the meaning set forth in Section 3(a).

“Section 3 Sale” has the meaning set forth in Section 3(a).

“Section 3 Sale Notice” has the meaning set forth in Section 3(b).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Series A Common Stock” means the Series A Common Stock of the Company, par value $0.01 per share.

“Series A Stockholder” means, as of any applicable date of determination, the holders of the outstanding Series A Common Stock who are party to this Agreement.

“Series B Common Stock” means the Series B Common Stock of the Company, par value $0.01 per share.

“Series B Stockholder” means, as of any applicable date of determination, the holders of the outstanding Series B Common Stock who are party to this Agreement.

“Series D Common Stock” means the Series D Common Stock of the Company, par value $0.01 per share.

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“Series D Stockholders” means, as of any applicable date of determination, the holders of the outstanding Series D Common Stock who are party to this Agreement.

“Stockholder” or “Stockholders” has the meaning set forth in the forepart of this Agreement.

“Stock Sale Notice” has the meaning set forth in Section 5(a).

“Subject Shares” has the meaning set forth in Section 5(a).

“Transfer” means a sale, assignment, transfer, encumbrance, pledge, hypothecation, mortgage, gift, bequest or other transfer or disposition in any manner.

“Transferring Holder” has the meaning set forth in Section 5(a).

Section 2. Board Representation.

(a) The Series D Stockholders hereby agree that, from and after the date hereof until the Initial Public Offering, the Series D Stockholders will vote, or cause to be voted, the shares of Series D Common Stock owned by them in such a manner as to (i) elect to the Board (A) one (1) Director designated by a majority in interest of the Berkshire Investors, but only so long as the Berkshire Investors own at least sixty five percent (65%) of the shares of Series B Common Stock such investors own on the date hereof, as adjusted for stock splits, stock dividends, reclassifications and similar events, (B) one (1) Director designated by a majority in interest of the Greenbriar Investors, but only so long as the Greenbriar Investors own at least sixty five percent (65%) of the shares of Series B Common Stock such investors own on the date hereof, as adjusted for stock splits, stock dividends, reclassifications and similar events and (C) one (1) Director designated by The 1818 Mezzanine Fund, L.P., but for only so long as The 1818 Mezzanine Fund, L.P. has the contractual right to such Board seat and (ii) appoint at least one (1) of the Directors elected pursuant to 2(a)(i)(A) and 2(a)(i)(B) above to any material committee of the Board.

(b) The Series B Stockholders acknowledge and agree that the Series D Stockholders shall have the right to designate all other Directors and to designate at least a majority of the Directors on the Board (or, at the election of the Series D Stockholder, any lesser number of Directors).

Section 3. Right to Participate in Certain Sales.

(a) In the event that, from and after the date hereof until the Initial Public Offering, one or more Investcorp Investors propose to engage in a sale or series of related sales of Series A Common Stock which is not a “Tag-Along Transfer” within the meaning of Article IV of the Articles of Incorporation (a “Section 3 Sale”) to one or more purchasers who are not Investcorp Investors (a “Section 3 Purchaser”), then, except as provided in Section 3(e), each Series B Stockholder shall be given the right to participate in such Section 3 Sale at the same price and on the same terms and conditions as the Investcorp Investors participating in such transaction, up to the Pro Rata Series B Share Amount (as defined below) applicable to such Series B Stockholder.

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As used in this Section 3, the “Pro Rata Series B Share Amount” applicable to a Series B Stockholder shall mean the number of whole shares of Series B Common Stock derived by multiplying (x) the total number of shares of Series B Common Stock then held by such Series B Stockholder by (y) a fraction, the numerator of which is the total number of shares of Series A Common Stock to be included by Investcorp Investors in the Section 3 Sale and the denominator of which is the total number of outstanding shares of all classes of common stock of the Company held by the Investcorp Investors participating in such transaction.

(b) The Investcorp Investors proposing to engage in a Section 3 Sale shall notify, or cause to be notified, each Series B Stockholder having participation rights under this Section 3 in writing of each Section 3 Sale at least 15 Business Days prior to the scheduled closing of the Section 3 Sale. Such notice (the “Section 3 Sale Notice”) shall set forth the following: (i) the total number of shares of Series A Common Stock to be included in the Section 3 Sale, (ii) the applicable Pro Rata Series B Share Amount for each holder of Series B Common Stock then having rights under this Section 3 and the basis on which each of such amounts has been calculated, (iii) the consideration per share to be paid by the Section 3 Purchaser, (iv) a summary of other material terms and conditions of the Section 3 Sale, including the identity of the Section 3 Purchaser, and an estimate of anticipated expenses, (v) that the Section 3 Purchaser has been informed of the participation rights under this Section 3 and has agreed to purchase Series B Common Stock up to the applicable Pro Rata Series B Share Amounts to the extent holders of such Series B Common Stock elect to participate and (vi) the name and address of the Person to whom such holders of Series B Common Stock should direct their election notices as provided in Section 3(c) below.

(c) (i) The participation rights granted pursuant to this Section 3 may be exercised by holders of such rights by delivery of a written notice to the Person identified pursuant to Section 3(b)(vi) (the “Section 3 Election Notice”) within 10 Business Days following receipt of such Notice (each holder of such participation rights who so elects is referred to herein as an “Electing Holder”). The Section 3 Election Notice shall state either (A) that the Electing Holder elects to include in such sale its full Pro Rata Series B Share Amount or (B) if such Electing Holder elects to include in such Sale a lesser number of shares, such lesser number of shares (such amount, in either case, the “Included Series B Shares”).

(ii) The Section 3 Election Notice shall constitute a binding agreement by the applicable Electing Holder to sell the Included Series B Shares in the Section 3 Sale on the terms and conditions specified in the Section 3 Sale Notice. In addition, by delivering the Section 3 Election Notice such Electing Holder agrees to the following: (A) prior to the closing of any such Section 3 Sale, to execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the Section 3 Purchaser to consummate the Section 3 Sale, which purchase agreement and other documentation shall be on terms no less favorable in respect of any material term to such Electing Holder than those executed by the other Company stockholders participating in such Section 3 Sale; and (B) at the closing of any such Section 3 Sale, to deliver to the Section 3 Purchaser the certificate or certificates representing the Included Series B Shares, duly endorsed for transfer with signatures guaranteed, against receipt of the purchase price therefor.

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If no Section 3 Election Notice is received by the person designated in the Section 3 Sale Notice to receive such notice within the time period specified in Section 3(c)(i) above, the other selling Stockholders participating in the Section 3 Sale shall have the right to sell to the Section 3 Purchaser up to the number of shares designated as proposed for sale in the Section 3 Sale Notice on terms and conditions no more favorable in any material respect to such Stockholders than those stated in such Notice.

(d) Each holder of Included Series B Shares shall be required to bear its pro rata share, based on the number of total shares included in such Section 3 Sale by all Company stockholders, of the expenses of the transaction, including without limitation legal, accounting and investment banking fees and expenses.

(e) The provisions of this Section 3 shall not apply to any shares of Series B Common Stock that have previously been the subject of a completed Section 3 Sale nor shall the purchaser of any such shares have the right, pursuant to this Agreement, to participate in any subsequent Section 3 Sale.

(f) The provisions of this Section 3 shall not apply to sales by any Investcorp Investor to any Affiliate of any such Investcorp Investor or to any other Investcorp Investor.

(g) Nothing herein shall constitute an obligation on the part of the Investcorp Investors proposing to engage in a Section 3 Sale to consummate such sale.

Section 4. Right to Participate in Certain Financings.

(a) In the case of the proposed issuance by the Company of any New Securities, the Company shall at such time deliver to each Series B Stockholder that, together with its Affiliates, holds more than three percent (3%) of the outstanding common equity interests of the Company, written notice (the “Preemptive Notice”) of the Company’s decision, describing the amount, type and terms of such New Securities. Each such Series B Stockholder shall have ten (10) Business Days after the Company delivers the Preemptive Notice to agree to purchase, on the terms and conditions set forth in the Preemptive Notice, the number of shares of New Securities equal to the product of the aggregate number of New Securities to be issued by the Company times a fraction the numerator of which is the aggregate number of shares of Series B Common Stock held by such Stockholder at that time and the denominator of which is the aggregate number of shares of all classes or series of common stock outstanding at that time. The closing of the sale of the New Securities shall include and be contemporaneous with the closing of the sale of securities to participating Series B Stockholders and shall be held at such place and at such date and time as determined by the Company but in no event earlier than fifteen (15) Business Days following the Company’s delivery of the Preemptive Notice to the Series B Stockholders.

(b) With respect to any purchase of common equity securities by Series B Stockholders pursuant to this Section 4, the Company and the Series B Stockholders shall to the extent reasonably practicable (including, without limitation, taking all action necessary to cause an increase in authorization of additional shares of Series B Common Stock) issue such common equity securities in the form of additional shares of Series B Common Stock to such

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Stockholders; provided that the proposed terms of the common equity securities to be issued are substantially comparable to the Series B Common Stock.

(c) The provisions of this Section 4 will expire immediately prior to (and shall not apply to) the closing of the Initial Public Offering.

Section 5. Right of First Offer.

(a) In the event that any Series B Stockholder (the “Transferring Holder”) is interested in Transferring any shares of Series B Common Stock (the “Subject Shares”) to any Person who is not an Affiliate of the Transferring Holder, then prior to any such Transfer, the Transferring Holder must furnish an offer by written notice to IIEL and the Company (a “Stock Sale Notice”) to sell the Subject Shares to IIEL and the Company for a purchase price (the “Offer”).

(b) IIEL and the Company shall have the right (the “Right”) to accept the Offer within thirty (30) days of receiving the Stock Sale Notice (the “Offer Period”) by notice in writing to the Transferring Holder (the “Notice of Exercise”). As between the Company and IIEL, IIEL will have the first priority with respect to the Subject Shares, and the Subject Shares may be allocated between IIEL and the Company in any amounts mutually agreed upon by IIEL and the Company.

(c) If the Company and IIEL elect not to exercise their Right or if the Offer Period ends without the Company or IIEL delivering a Notice of Exercise to the Transferring Holder, the Transferring Holder may elect to sell the Subject Shares to any third party; provided, that, with respect to any such sale to a third party (i) the closing of such sale shall be no later than ninety (90) days after the Transferring Holder receives notice from the Company and IIEL that they are not exercising their Right or the Offer Period ends, whichever is later, (ii) the purchase price payable for the Subject Shares shall be at least equal to the price set forth in the Stock Sale Notice, (iii) such third party must execute a joinder to this Agreement and agree to be bound by all of the provisions hereof applicable to the Transferring Holder to the extent such provisions by their terms continue in effect and (iv) the total number of Persons holding Series B Common Stock as a result of sales pursuant to this Section 5 shall not exceed ten (10) Persons without the written consent of the Company.

(d) At any closing of the sale of the Subject Shares to the Company and/or IIEL, (i) the Transferring Holder shall deliver to the Person or Persons exercising the Right the stock certificates evidencing the Subject Shares in valid form for transfer with all appropriate and duly executed assignments, stock powers or endorsements, as the case may be, bearing any necessary documentary stamps and accompanied by such certificates of authority, consents to transfer or other instruments or evidences of good title of the Transferring Holder to such shares, free and clear of all claims, liens, pledges and encumbrances, as the Investcorp Investors may reasonably request, and (ii) the Person or Persons exercising the Right will pay to the Transferring Holder the applicable purchase price by wire transfer of immediately available funds to such account as the Transferring Holder shall designate in writing to IIEL.

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(e) IIEL shall have the right to assign its rights under this Section 5 to any other Investcorp Investor.

(f) The provisions of this Section 5 will expire immediately prior to (and shall not apply to) the closing of the Initial Public Offering.

Section 6. Certain Covenants.

(a) The Company and the Series D Stockholders agree that, from the date hereof until the Initial Public Offering, the payment by the Company or any of its subsidiaries of any fee or other compensation for services to Investcorp or any of its subsidiaries will be split pro rata among Investcorp, a designee of the Berkshire Investors and a designee of the Greenbriar Investors in accordance with their respective ownership of the outstanding common equity securities of the company as of the date such fee or other compensation is paid.

(b) Any transaction between the Company, on one hand, and any Stockholder or any Affiliate of any Stockholder, on the other hand, other than a transaction in which all Stockholders are being treated equally, shall be approved by a majority of the Board of Directors who are not interested in such transaction. Furthermore, the Company and the Series D Stockholders agree that the holders of Series B Common Stock will be treated in a manner no less favorable (including with respect to price and timing) than the holders of other series of common stock of the Company in any Extraordinary Transaction occurring prior to the Initial Public Offering.

(c) As soon as available to the public, the Company will provide to the Berkshire/Greenbriar Investors copies of all annual reports, periodic reports and other filings made by ATD with the SEC. In the event that, after the date hereof, ATD is not is required to make filings with the SEC, the Company will deliver to the Berkshire/Greenbriar Investors as soon as available annual, quarterly, and, if provided to Investcorp, monthly consolidated balance sheets and consolidated statements of income and shareholders’ equity and consolidated statements of cash flows of ATD.

(d) The Company shall permit authorized representatives of each of the Berkshire/Greenbriar Investors to visit and inspect the books and records of ATD during normal business hours and upon reasonable notice to the Company.

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Section 7. Support of Extraordinary Transaction. In the event that the Company or the Series D Stockholders shall propose any Extraordinary Transaction, each Series B Stockholder shall vote in favor of, and shall provide its affirmative written consent to, such Extraordinary Transaction at any stockholders meeting called, or written consent sought, with respect thereto and will otherwise provide all cooperation and support thereto reasonably requested by IIEL. In the event that any Stockholder shall fail to comply with this Section 7, such Stockholder shall be deemed immediately to have granted to IIEL a proxy to vote its equity securities of the Company in favor of such Extraordinary Transaction. Such Stockholder acknowledges that each such proxy granted hereby is being given to secure the performance of an obligation hereunder, is coupled with an interest, and shall be irrevocable until such obligation is performed.

Section 8. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made (a) five (5) Business Days after being sent by registered or certified mail, return receipt requested, (b) upon delivery, if hand delivered, (c) one (1) Business Day after being sent by prepaid overnight carrier with guaranteed delivery, with a record of receipt, or (d) upon transmission with confirmed delivery if sent by cable, telegram, facsimile or telecopy, to the parties at the addresses indicated on Schedule A attached hereto (or at such other addresses as shall be specified by the parties by like notice).

Section 9. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 10. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to each of the Company and the Stockholders; provided, however, that delivery of a facsimile of a counterpart shall be sufficient to satisfy this Section 10.

Section 11. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with and this Agreement and all disputes hereunder shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment in any

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such action, suit or proceeding may be brought, on a non-exclusive basis, in any federal or state court of competent jurisdiction in the Borough of Manhattan of the City of New York. By execution and delivery of this Agreement, each of the parties hereto irrevocably accepts and submits itself to the non-exclusive jurisdiction of any such court, generally and unconditionally, with respect to any such action, suit or proceeding and waives any defense of forum non conveniens or based upon venue if such action, suit or proceeding is brought in accordance with this provision.

Section 12. Assignment; Successors and Assigns. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except that any party may assign its rights and obligations hereunder to an Affiliate of such party but only to the extent that the assignee executes a joinder to this Agreement and agrees to be bound by all of the provisions hereof applicable to the assignor. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 13. Titles and Headings; Construction. Titles and headings to sections herein are inserted for convenience of reference only and do not define or limit the provisions hereof. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

Section 14. Entire Agreement; Amendments. This Agreement, including the Schedules, contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any previous agreements and understandings with respect to such subject matter. This Agreement may only be amended, modified or supplemented upon the prior written consent of the holders of a majority of the Series B Common Stock and the holders of a majority of the Series D Common Stock; provided that any amendment, modification or supplement that would materially and adversely affect any particular Stockholder shall also require the written consent of such Stockholder.

Section 15. Waivers. Any term or provision of this Agreement maybe waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof, but only in a writing signed by such party or parties; provided, however, that the holders a majority of the Series B Common Stock may waive any term or provision of this Agreement on behalf of the Series B Stockholders so long as such waiver does not result in any Series B Stockholder being treated less favorably than the other Series B Stockholders. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 16. Specific Performance. The parties acknowledge that irreparable damage would result if this Agreement were not specifically enforced, and they therefore consent that the rights and obligations of the parties under this Agreement may be enforced by a decree of

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specific performance issued by a court of competent jurisdiction. Such a remedy shall, however, not be exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

Section 17. Relationship of the Parties. Nothing in this Agreement will create a partnership or establish a relationship of principal and agent or any other fiduciary relationship between or among any of the Stockholders. If there is any conflict or inconsistency between the provisions of this Agreement and the Charter, this Agreement will prevail.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Stockholders Agreement has been duly executed by the parties hereto, as of the day and year first above written.

COMPANY
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Donald Hardie
	Name:	Donald Hardie
	Title:	Secretary

SERIES A STOCKHOLDERS
ARCHDALE LIMITED
By:	/s/ Peter Yates
	Name:	Martonmere Services Ltd.
	Title:	Director
CARTHAGE LIMITED
By:	/s/ Peter Yates
	Name:	Martonmere Services Ltd.
	Title:	Director
FUQUAY LIMITED
By:	/s/ Peter Yates
	Name:	Martonmere Services Ltd.
	Title:	Director
PARKWOOD LIMITED
By:	/s/ Peter Yates
	Name:	Martonmere Services Ltd.
	Title:	Director
ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
	Name:	The Director Ltd.
	Title:	Director

SERIES D STOCKHOLDERS
BALLET LIMITED
By:	/s/ Marc Bonnassieux
	Name:	Marc Bonnassieux
	Title:	Authorized Representative
DENARY LIMITED
By:	/s/ Jameel Al Sharaf
	Name:	Jameel Al Sharaf
	Title:	Authorized Representative
GLEAM LIMITED
By:	/s/ Zahid Zakiuddin
	Name:	Zahid Zakiuddin
	Title:	Authorized Representative
HIGHLANDS LIMITED
By:	/s/ Anthony L. Robinson
	Name:	Anthony L. Robinson
	Title:	Authorized Representative
NOBLE LIMITED
By:	/s/ Ebrahim H. Ebrahim
	Name:	Ebrahim H. Ebrahim
	Title:	Authorized Representative

OUTRIGGER LIMITED
By:	/s/ Rangarajan Raghavan
	Name:	Rangarajan Raghavan
	Title:	Authorized Representative
QUILL LIMITED
By:	/s/ Mohammed Ameen
	Name:	Mohammed Ameen
	Title:	Authorized Representative
RADIAL LIMITED
By:	/s/ Harin Wijeyeratne
	Name:	Harin Wijeyeratne
	Title:	Authorized Representative
SHORELINE LIMITED
By:	/s/ Salman Javed
	Name:	Salman Javed
	Title:	Authorized Representative
ZINNIA LIMITED
By:	/s/ Dez Heltz
	Name:	Dez Heltz
	Title:	Authorized Representative
INVESTCORP INVESTMENT EQUITY LIMITED
By:	/s/ Sydney J. Coleman
	Name:	The Director Ltd.
	Title:	Director

SERIES B STOCKHOLDERS
	BERKSHIRE INVESTORS LLC
	By:	/s/ Randy Peeler
		Name:	Randy Peeler
		Title:	Managing Member
	BERKSHIRE FUND VI INVESTMENT CORP.
	By:	/S/ Randy Peeler
		Name:	Randy Peeler
		Title:	Vice President
	GREENBRIAR EQUITY FUND, L.P.
	By:	/s/ Joel S. Beckman
		Name:	Joel S. Beckman
		Title:	Authorized Representative
	GREENBRIAR CO-INVESTMENT PARTNERS, L.P.
	By:	/s/ Joel S. Beckman
		Name:	Joel S. Beckman
		Title:	Authorized Representative

SCHEDULE A

Addresses

SERIES A STOCKHOLDERS

Name of Holder	Address of Holder
Archdale Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Carthage Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Fuquay Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Parkwood Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
ATD Holdings	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands

SERIES B STOCKHOLDERS

Name of Holder	Address of Holder
Berkshire Investors LLC	One Boston Place, 33rd Floor Boston, MA 02108
Berkshire Fund VI Investment Corp.	One Boston Place, 33rd Floor Boston, MA 02108
Greenbriar Equity Fund, L.P.	555 Theodore Fremd Ave. Suite A-201 Rye, NY 10580
Greenbrian Co-Investment Partners, L.P.	555 Theodore Fremd Ave. Suite A-201 Rye, NY 10580

SERIES D STOCKHOLDERS

Name of Holder	Address of Holder
Ballet Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Denary Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Gleam Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Highlands Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Noble Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Outrigger Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Quill Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Radial Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Shoreline Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Zinnia Limited	P. O. Box 2197 George Town, Grand Cayman, Cayman Islands
Investcorp Investment Equity Limited	P. O. Box 1111 George Town, Grand Cayman, Cayman Islands

EX-10.21

Exhibit 10.21

Execution Copy

STOCK PURCHASE AGREEMENT

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”).

R E C I T A L S

A. The Company is a party to an Agreement and Plan of Merger dated as of February 4, 2005, as amended and restated (the “Merger Agreement”), by and among the Company, ATD MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerSub”), and American Tire Distributors, Inc., a Delaware corporation (“ATD”), pursuant to which MergerSub will, subject to the terms and conditions of the Merger Agreement, be merged with and into ATD (the “Merger”) and ATD will become a wholly-owned subsidiary of the Company.

B. In order to provide the Company with a portion of the equity needed to finance the Merger, the Company desires to sell and issue to the Purchasers, and the Purchasers desire to purchase from the Company, on the terms and subject to the conditions contained herein, shares of Series B Common Stock, par value $0.01 per share of the Company (the “Series B Stock”).

A G R E E M E N T

In consideration of the mutual covenants, agreements, representations and warranties and subject to the conditions contained herein, the Purchasers and the Company hereby agree as follows:

SECTION 1. Purchase of Common Shares. Subject to the terms and conditions hereof, the Company shall sell and issue to each of the Purchasers, and each of the Purchasers jointly and severally agrees to buy from the Company, the number shares of Series B Stock listed on Schedule A hereto (the “Shares”). The purchase price for the Shares shall be $211.50 per share. Subject to satisfaction of the conditions set forth in Section 2 hereof, the aggregate purchase price for the Shares shall be paid by wire transfer of immediately available funds to an account designated by the Company against delivery to each of the Purchasers of certificates evidencing the Shares, registered in the name of each of the Purchasers. The closing shall occur on the date (the “Closing Date”) on which the Effective Time of the Merger occurs.

SECTION 2. Conditions to Closing.

(a) The obligations of the Purchasers and the Company to consummate the transactions contemplated hereby are subject to

(i) The satisfaction (or waiver) of each of the conditions in the Merger Agreement to the Company and MergerSub’s obligations to effect the Merger;

(ii) The concurrent issuance and sale by the Company of shares of Series A Common Stock of the Company and Series D Common Stock of the Company for aggregate cash proceeds of at least $120 million to one or more affiliates of Investcorp S.A. (“Investcorp”) and other international investors with whom Investcorp has an administrative relationship (collectively, the “Investcorp Investors”) for cash at the same price per share as paid by the Purchasers for the Shares hereunder;

(iii) The concurrent execution and delivery of a Stockholders Agreement substantially in the form attached hereto as Exhibit A; and

(iv) The concurrent execution and delivery of a Registration Rights Agreement substantially in the form attached hereto as Exhibit B.

(b) The obligations of the Purchasers to consummate the transactions contemplated hereby are also subject to all representations and warranties of the Company contained herein being true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(c) The obligations of the Company to consummate the transactions contemplated hereby are also subject to all representations and warranties of the Purchasers contained herein being true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware that was formed on February 3, 2005 and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement and the Merger Agreement. Except for activities incident to entering into the Merger Agreement and consummating the transactions contemplated thereby, the Company has not engaged in any business activities of any kind since its inception. The Company does not have any liabilities of any kind except for those incurred in connection with the consummation of the transactions contemplated by the Merger Agreement and the financing of such transactions.

(b) The authorized capital stock of the Company will, immediately prior to the Effective Time of the Merger, be as set forth in an Amended and Restated Certificate of Incorporation of the Company substantially as set forth on Exhibit C hereto (the “Certificate of Incorporation”). Immediately following the Effective Time of the Merger: (i) the issued and outstanding shares of capital stock of the Company shall be as set forth in Exhibit D attached hereto and (ii) there will be no outstanding options, warrants,

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subscriptions or other rights, convertible securities, agreements or commitments obligating the Company to issue any additional shares of its capital stock except as set forth in Exhibit D attached hereto.

(c) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action on the part of the Company. The Shares, when issued against payment therefor, will be duly and validly issued, fully paid and non-assessable. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any breach of any provision of the Certificate of Incorporation or bylaws of the Company or any material agreement, contract or instrument to which the Company is a party or by which it is bound or to which any of its assets are subject.

(d) The fees and expenses payable by the Company and its subsidiaries on the Closing Date in connection with this Agreement and the transactions contemplated by the Merger Agreement will be substantially similar to those set forth in Exhibit E attached hereto.

SECTION 4. Representations and Warranties of the Purchasers. Each of the Purchasers hereby jointly and severally represents and warrants to the Company as follows:

(a) Berkshire Fund VI Investment Corp. is a corporation and Berkshire Investors LLC is a limited liability company, each duly organized, validly existing and in good standing under the laws of the State of Massachusetts, and each has full power and authority to enter into and consummate the transactions contemplated by this Agreement. This Agreement is enforceable against each Purchaser in accordance with its terms and conditions, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

(b) Each Purchaser is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Act”), and is financially able to hold the Shares for long term investment and to suffer a complete loss of its investment in the Shares. The Shares are being purchased by each Purchaser for its own account for investment purposes, and not with a view to any distribution thereof within the meaning of the Act. Each Purchaser has had the opportunity to ask questions of ATD, the Company and its subsidiaries and their officers and employees and to receive to its satisfaction such information about the business and financial condition of ATD, the Company and its subsidiaries as it considers necessary or appropriate for deciding whether to purchase the Shares, and each Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Shares.

(c) Each Purchaser has conducted its own diligence investigation with respect to the merits and risks associated with its investment in the Company, as well as the Merger and related financings. Notwithstanding that representatives of the Investcorp

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Investors may have provided information to the Purchasers (including without limitation information concerning ATD, the Merger and related matters), neither Purchaser is relying on nor has relied on any representation by Investcorp, the Investcorp Investors or any affiliate or representative of Investcorp with respect to any aspect of the Merger, the financings or the business or prospects of ATD, the Company or its subsidiaries, other than the representations and warranties of the Company hereunder.

(d) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which either Purchaser is subject, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws or other constituent documents of either Purchaser or (iii) result in a breach of or constitute a default under, any material agreement, contract, lease, license, instrument, or other arrangement to which either Purchaser is a party or by which it is bound or to which any of its assets are subject.

(e) Each Purchaser has the financial ability to pay the purchase price for the Shares.

SECTION 5. Acknowledgments and Agreements of the Purchasers. Each of the Purchasers acknowledges and agrees that:

(a) The Shares will not be registered under the Act or under the securities laws of any state and must be held by each Purchaser indefinitely unless the resale of the Shares is subsequently registered under the Act and any applicable state securities law or an exemption from such registration becomes or is available. In addition to any legend required by law or any other agreement by which each Purchaser is bound, the Company shall place the legends required under the Company’s Certificate of Incorporation on any certificate representing the Shares.

(b) The Shares are subject to the terms and conditions of the Certificate of Incorporation. Under certain conditions as specified in the Certificate of Incorporation, the Shares are subject to a mandatory redemption by the Company.

(c) In the event that either Greenbriar Equity Fund, L.P. (“Greenbriar Equity”) or Greenbriar Co-Investment Partners, L.P. (“Greenbriar Co-Investment”) does not purchase all of the shares of Series B Stock on the Closing Date that it agreed to acquire (collectively, the “Greenbriar Shares”) pursuant to the Stock Purchase Agreement, dated as of the date hereof, among Greenbriar Equity, Greenbriar Co-Investment and the Company, the Purchasers shall purchase the Greenbriar Shares on the Closing Date subject to the terms and conditions of this Agreement.

SECTION 6. Notices. Any notices in connection with this Agreement shall be in writing and may be given by (i) personal delivery, (ii) fax, (iii) certified mail, return receipt requested, postage prepaid, or (iv) a nationally recognized overnight courier as follows (or to

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such other address as may be specified by a party in writing to the other pursuant hereto): (x) if to the Purchasers, to Berkshire Partners LLC, One Boston Place, 33rd Floor, Boston, Massachusetts 02108, Attention: Randy Peeler (fax: 617-227-6105), with a copy to Weil Gotshal & Manges, LLP, 100 Federal Street, 35th Floor, Boston, Massachusetts 02110, Attention: James Westra and David P. Kreisler (fax: 617-772-8333); and (y) if to the Company, care of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166, Attention E. Michael Greaney (fax: 212-351-4035).

Notices shall be deemed to have been given (A) when actually delivered (including by fax with confirmation of transmission), (B) the next business day if sent by overnight courier (with proof of delivery), and (C) on the fifth day after mailing by certified mail.

SECTION 7. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original as against the party who has signed it, but both of which together shall constitute one and the same Agreement.

SECTION 8. Assignment. This Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests, duties or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which consent may be withheld in the sole discretion of the party whose consent is being sought.

SECTION 9. Miscellaneous. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the internal laws of the State of New York without regard to principles of choice of laws or conflicts of laws thereof. This Agreement may be modified and provisions of this Agreement may be waived, in each case only by an instrument in writing signed by the party against which an enforcement of the same is sought. The descriptive headings of this Agreement are for convenience only and do not constitute a part of this Agreement.

SECTION 10. Termination. This Agreement shall automatically terminate if the Merger has not occurred on or before April 29, 2005 or if the Merger Agreement is terminated prior to consummation of the Merger; provided, however, that Section 8 shall survive the termination of this Agreement.

SECTION 11. Expenses. The Company shall pay, or cause to be paid, all of the fees and expenses, up to $672,308.22, incurred by the Purchasers in connection with the preparation, execution and delivery of the definitive documentation regarding the purchase of the Shares and the Purchasers’ diligence and attempted acquisition of American Tire Distributors, Inc., such fees and expenses to be paid according to the wire instructions provided by the Purchasers.

SECTION 12. Amendment of the Merger Agreement. The Company shall not, without the prior written consent of the Purchasers, (i) agree to any material amendment or modification of the Merger Agreement or (ii) waive any material closing condition contained in the Merger Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the day and year first above written.

PURCHASERS
BERKSHIRE INVESTORS LLC
By:	/s/ Randy Peeler
	Name:	Randy Peeler
	Title:	Managing Member

BERKSHIRE FUND VI INVESTMENT CORP.
By:	/s/ Randy Peeler
	Name:	Randy Peeler
	Title:	Vice President

COMPANY
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steve Pucinelli
	Name:	Steve Pucinelli
	Title:	President

EX-10.22

Exhibit 10.22

Execution Copy

STOCK PURCHASE AGREEMENT

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”).

RECITALS

A. The Company is a party to an Agreement and Plan of Merger dated as of February 4, 2005, as amended and restated (the “Merger Agreement”), by and among the Company, ATD MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerSub”), and American Tire Distributors, Inc., a Delaware corporation (“ATD”), pursuant to which MergerSub will, subject to the terms and conditions of the Merger Agreement, be merged with and into ATD (the “Merger”) and ATD will become a wholly-owned subsidiary of the Company.

B. In order to provide the Company with a portion of the equity needed to finance the Merger, the Company desires to sell and issue to the Purchasers, and the Purchasers desire to purchase from the Company, on the terms and subject to the conditions contained herein, shares of Series B Common Stock, par value $0.01 per share of the Company (the “Series B Stock”).

AGREEMENT

In consideration of the mutual covenants, agreements, representations and warranties and subject to the conditions contained herein, the Purchasers and the Company hereby agree as follows:

SECTION 1. Purchase of Common Shares. Subject to the terms and conditions hereof, the Company shall sell and issue to each of the Purchasers, and each of the Purchasers jointly and severally agrees to buy from the Company, the number shares of Series B Stock listed on Schedule A hereto (the “Shares”). The purchase price for the Shares shall be $211.50 per share. Subject to satisfaction of the conditions set forth in Section 2 hereof, the aggregate purchase price for the Shares shall be paid by wire transfer of immediately available funds to an account designated by the Company against delivery to each of the Purchasers of certificates evidencing the Shares, registered in the name of each of the Purchasers. The closing shall occur on the date (the “Closing Date”) on which the Effective Time of the Merger occurs.

SECTION 2. Conditions to Closing.

(a) The obligations of the Purchasers and the Company to consummate the transactions contemplated hereby are subject to

(i) The satisfaction (or waiver) of each of the conditions in the Merger Agreement to the Company and MergerSub’s obligations to effect the Merger;

(ii) The concurrent issuance and sale by the Company of shares of Series A Common Stock of the Company and Series D Common Stock of the Company for aggregate cash proceeds of at least $120 million to one or more affiliates of Investcorp S.A. (“Investcorp”) and other international investors with whom Investcorp has an administrative relationship (collectively, the “Investcorp Investors”) for cash at the same price per share as paid by the Purchasers for the Shares hereunder;

(iii) The concurrent execution and delivery of a Stockholders Agreement substantially in the form attached hereto as Exhibit A; and

(iv) The concurrent execution and delivery of a Registration Rights Agreement substantially in the form attached hereto as Exhibit B.

(b) The obligations of the Purchasers to consummate the transactions contemplated hereby are also subject to all representations and warranties of the Company contained herein being true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(c) The obligations of the Company to consummate the transactions contemplated hereby are also subject to all representations and warranties of the Purchasers contained herein being true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware that was formed on February 3, 2005 and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement and the Merger Agreement. Except for activities incident to entering into the Merger Agreement and consummating the transactions contemplated thereby, the Company has not engaged in any business activities of any kind since its inception. The Company does not have any liabilities of any kind except for those incurred in connection with the consummation of the transactions contemplated by the Merger Agreement and the financing of such transactions.

(b) The authorized capital stock of the Company will, immediately prior to the Effective Time of the Merger, be as set forth in an Amended and Restated Certificate of Incorporation of the Company substantially as set forth on Exhibit C hereto (the “Certificate of Incorporation”). Immediately following the Effective Time of the Merger: (i) the issued and outstanding shares of capital stock of the Company shall be as set forth in Exhibit D attached hereto and (ii) there will be no outstanding options, warrants,

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subscriptions or other rights, convertible securities, agreements or commitments obligating the Company to issue any additional shares of its capital stock except as set forth in Exhibit D attached hereto.

(c) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action on the part of the Company. The Shares, when issued against payment therefor, will be duly and validly issued, fully paid and non-assessable. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any breach of any provision of the Certificate of Incorporation or bylaws of the Company or any material agreement, contract or instrument to which the Company is a party or by which it is bound or to which any of its assets are subject.

(d) The fees and expenses payable by the Company and its subsidiaries on the Closing Date in connection with this Agreement and the transactions contemplated by the Merger Agreement will be substantially similar to those set forth in Exhibit E attached hereto.

SECTION 4. Representations and Warranties of the Purchasers. Each of the Purchasers hereby jointly and severally represents and warrants to the Company as follows:

(a) Each Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and each has full power and authority to enter into and consummate the transactions contemplated by this Agreement. This Agreement is enforceable against each Purchaser in accordance with its terms and conditions, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

(b) Each Purchaser is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Act”), and is financially able to hold the Shares for long term investment and to suffer a complete loss of its investment in the Shares. The Shares are being purchased by each Purchaser for its own account for investment purposes, and not with a view to any distribution thereof within the meaning of the Act. Each Purchaser has had the opportunity to ask questions of ATD, the Company and its subsidiaries and their officers and employees and to receive to its satisfaction such information about the business and financial condition of ATD, the Company and its subsidiaries as it considers necessary or appropriate for deciding whether to purchase the Shares, and each Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Shares.

(c) Each Purchaser has conducted its own diligence investigation with respect to the merits and risks associated with its investment in the Company, as well as the Merger and related financings. Notwithstanding that representatives of the Investcorp Investors may have provided information to the Purchasers (including without limitation

3

information concerning ATD, the Merger and related matters), neither Purchaser is relying on nor has relied on any representation by Investcorp, the Investcorp Investors or any affiliate or representative of Investcorp with respect to any aspect of the Merger, the financings or the business or prospects of ATD, the Company or its subsidiaries, other than the representations and warranties of the Company hereunder.

(d) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which either Purchaser is subject, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws or other constituent documents of either Purchaser or (iii) result in a breach of or constitute a default under, any material agreement, contract, lease, license, instrument, or other arrangement to which either Purchaser is a party or by which it is bound or to which any of its assets are subject.

(e) Each Purchaser has the financial ability to pay the purchase price for the Shares.

SECTIONS 5. Acknowledgments and Agreements of the Purchasers. Each of the Purchasers acknowledges and agrees that:

(a) The Shares will not be registered under the Act or under the securities laws of any state and must be held by each Purchaser indefinitely unless the resale of the Shares is subsequently registered under the Act and any applicable state securities law or an exemption from such registration becomes or is available. In addition to any legend required by law or any other agreement by which each Purchaser is bound, the Company shall place the legends required under the Company’s Certificate of Incorporation on any certificate representing the Shares.

(b) The Shares are subject to the terms and conditions of the Certificate of Incorporation. Under certain conditions as specified in the Certificate of Incorporation, the Shares are subject to a mandatory redemption by the Company.

SECTION 6. Notices. Any notices in connection with this Agreement shall be in writing and may be given by (i) personal delivery, (ii) fax, (iii) certified mail, return receipt requested, postage prepaid, or (iv) a nationally recognized overnight courier as follows (or to such other address as may be specified by a party in writing to the other pursuant hereto): (x) if to the Purchasers, to Greenbriar Equity Group LLC, 555 Theodore Fremd Avenue, Suite A-201, Rye, New York 10580, Attention: Joel Beckman (fax: 914-925-9699), with a copy to Weil Gotshal & Manges, LLP, 100 Federal Street, 35th Floor, Boston, Massachusetts 02110, Attention: James Westra and David P. Kreisler (fax: 617-772-8333); and (y) if to the Company, care of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166, Attention E. Michael Greaney (fax: 212-351-4035).

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Notices shall be deemed to have been given (A) when actually delivered (including by fax with confirmation of transmission), (B) the next business day if sent by overnight courier (with proof of delivery), and (C) on the fifth day after mailing by certified mail.

SECTION 7. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original as against the party who has signed it, but both of which together shall constitute one and the same Agreement.

SECTION 8. Assignment. This Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests, duties or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which consent may be withheld in the sole discretion of the party whose consent is being sought.

SECTION 9. Miscellaneous. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the internal laws of the State of New York without regard to principles of choice of laws or conflicts of laws thereof. This Agreement may be modified and provisions of this Agreement may be waived, in each case only by an instrument in writing signed by the party against which an enforcement of the same is sought. The descriptive headings of this Agreement are for convenience only and do not constitute a part of this Agreement.

SECTION 10. Termination. This Agreement shall automatically terminate if the Merger has not occurred on or before April 29, 2005 or if the Merger Agreement is terminated prior to consummation of the Merger; provided, however, that Section 8 shall survive the termination of this Agreement.

SECTION 11. Expenses. The Company shall pay, or cause to be paid, all of the fees and expenses, up to $247,691.78, incurred by the Purchasers in connection with the preparation, execution and delivery of the definitive documentation regarding the purchase of the Shares and the Purchasers’ diligence and attempted acquisition of American Tire Distributors, Inc., such fees and expenses to be paid according to the wire instructions provided by Berkshire Partners LLC.

SECTION 12. Amendment of the Merger Agreement. The Company shall not, without the prior written consent of the Purchasers, (i) agree to any material amendment or modification of the Merger Agreement or (ii) waive any material closing condition contained in the Merger Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the day and year first above written.

PURCHASERS
GREENBRIAR EQUITY FUND, L.P.
By:	/s/ Joel S. Beckman
	Name:	Joel S. Beckman
	Title:	Authorized Representative
GREENBRIAR CO-INVESTMENT PARTNERS, L.P.
By:	/s/ Joel S. Beckman
	Name:	Joel S. Beckman
	Title:	Authorized Representative
COMPANY
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steve Pucinelli
	Name:	Steve Pucinelli
	Title:	President

EX-10.25

Exhibit 10.25

AMERICAN TIRE DISTRIBUTORS, INC.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

12200 Herbert Wayne Court, Suite 150

Huntersville, North Carolina

March 16, 2005

The Kelly-Springfield Tire Company,

a division of The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, OH 44316

Attention: Mike Rickman

Ladies and Gentlemen:

On February 4, 2005 Charlesbank Capital Partners, LLC, as the representative of the holders of the capital stock of American Tire Distributors, Inc. (the “Company”), agreed to a transaction (the “Acquisition”) the effect of which will be to transfer the capital stock of the Company to a newly formed Delaware corporation, American Tire Distributors Holdings, Inc. (“Holdings”). The Acquisition will be effected through the merger of ATD MergerSub, Inc. (“MergerSub”), a newly created wholly-owned subsidiary of Holdings into the Company, with the Company being the surviving corporation (the “Merger”). Holdings will be controlled by Investcorp Investment Equity Limited and certain of its affiliates (the “Sponsor”), other international investors, certain members of management of the Company and certain other investors (collectively, the “New Equity Investors”). It is the Sponsor’s intent that, after giving effect to the Acquisition, Holdings will own all of the equity interests in the Company.

It is our understanding that you currently own 5,000 shares of the Company’s Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Shares”) and 4,500 shares of the Company’s Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Shares” and together with the Series A Preferred Shares, the “Company Preferred Shares”), which, in each case, constitute all of the outstanding shares thereof. By accepting this letter and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you (a) represent and warrant that such understanding is correct, (b) commit to exchange, effective as of immediately prior to the effective time of the Merger, each Series B Preferred Share for one share of preferred stock of Holdings (each a “Holdings Preferred Share”) which shall have the terms described on Annex A hereto (the “Exchange”) and (c) waive any claim arising from any failure of the Company to comply prior to the date hereof with its charter with respect to the Company Preferred Shares, including without limitation Section 6.5 of the Company’s charter, and waive the right to require redemption of the Series B Preferred Shares as a result of the Acquisition and the Merger. Upon the consummation of the Acquisition, Company shall redeem the Series A Preferred Shares by paying Goodyear the sum of $4.8 million plus any accrued dividends payable due under the terms of the Series A Preferred Shares and immediately cancel the Series B Preferred Shares. Except as permitted hereunder, you further agree not to transfer the Company Preferred Shares or any interest therein until April 29, 2005, unless we notify you that the Acquisition will not be consummated. In consideration of the foregoing, Holdings agrees to issue the Holdings Preferred Shares to you in the Exchange.

If the Closing does not occur by April 29, 2005, the agreements herein shall terminate and be without any further force and effect.

3-16-05 Kelly Commitment Letter

Page 1

Your commitment to consummate the Exchange is conditioned upon Holdings and/or MergerSub having sufficient funds to consummate the Acquisition in accordance with the terms of the Agreement and Plan of Merger, dated as of February 4, 2005, among the Company, Holdings and MergerSub.

Holdings’ commitment to issue the Holdings Preferred Shares is conditioned upon your compliance with the terms hereof and the accuracy of your representations herein as of the date of the Exchange.

This Commitment Letter may be executed in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter by telecopier shall be effective as delivery of a manually executed counterpart thereof.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of you, the Company and Holdings hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter. Each of you, the Company and Holdings hereby irrevocably submits to the jurisdiction of any New York State court or Federal court sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Each of you, the Company and Holdings waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Please execute this letter where indicated below and send a copy of the executed agreement as follows:

American Tire Distributors, Inc.

12200 Herbert Wayne Court, Suite 150

Huntersville, NC 28070

Fax: (704) 947-1919

Attention: Mike Gaither

with a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Fax: 212-351-4035

Attention: E. Michael Greaney, Esq.

[Remainder of page intentionally left blank.]

3-16-05 Kelly Commitment Letter

Page 2

Very truly yours,
AMERICAN TIRE DISTRIBUTORS, INC.
By:	/s/ J. Michael Gaither
Title:	Secretary
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Don Hardie
Title:	Secretary
The provisions of this Commitment Letter are accepted and agreed to as of March 17, 2005:
THE GOODYEAR TIRE & RUBBER COMPANY, successor in interest to The Kelly-Springfield Tire Company, a division of The Goodyear Tire & Rubber Company
By:	/s/ Richard Kramer
Title:	Executive Vice President
ATTEST:	/s/ Betram Bell
	ASST. SECRETARY

EX-10.41

Exhibit 10.41

EMPLOYMENT AGREEMENT

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”).

The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacities indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such positions and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) may assign to Executive from time to time. During the Period of Employment described in Section 2(i) below, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board.

2. Period of Employment. Subject to earlier termination pursuant to Section 6 hereof, the period of Executive’s employment by the Company (the “Period of Employment”) as (i) Chief Executive Officer and Chairman of the Board shall be for three (3) years commencing on the Effective Date and (ii) Chairman of the Board only shall be for two (2) years commencing upon the third anniversary of the Effective Date. The expiration of the Period of Employment by its terms shall not constitute a termination of Executive’s employment by the Company without Cause for purposes of Section 6 hereof.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2 Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

3.4 Transportation. During the Period of Employment, Executive shall be entitled to a monthly car allowance at a cost not to exceed $1600 per month; provided, however,

that Executive shall properly account therefor in accordance with the requirements for federal income tax deductibility and the Company’s policies and procedures.

3.5 Membership Dues. During the Period of Employment, the Company shall reimburse Executive for the monthly membership dues at a country club mutually satisfactory to the Executive and the Company at a cost not to exceed $500 per month; provided, however, that Executive shall properly account therefor in accordance with the requirements for federal income tax deductibility and the Company’s policies and procedures.

4. Benefits. (a) During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its senior executive officers (including any deferred compensation plans, executive medical plans and financial planning perquisites); provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan and program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

(b) During the Period of Employment, Executive shall entitled to six (6) weeks of vacation per year in accordance with Company’s policies and procedures.

5. Expenses. Without duplication of the car allowance and membership dues allowance set forth in Sections 3.4 and 3.5 hereof, upon presentation of acceptable substantiation therefor, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except as set forth in Sections 6.2 and 6.3 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such termination) (i.e., if termination for any reason occurs after December 31^st of any year for which a bonus is payable by the Company but before such bonus has been paid, the Company shall pay to the Executive (or his estate, as applicable) the bonus due for the preceding year at the time and in the manner such bonus otherwise would have been paid had such termination not occurred).

6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90)

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consecutive calendar days. In the event of a dispute concerning the nature or extent of any incapacity or disability, the Company and Executive (or his representative) shall jointly select and retain a suitably qualified, independent physician, at the Company’s expense, to determine the nature and extent of such incapacity or disability. The determination made by such physician shall be binding on the parties for the purposes of this Agreement.

6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) and for so long as Executive is in material compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company a monthly cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $41,666.67, in each case for a period of thirty-six (36) months from the date of termination, payable in accordance with the standard policies of the Company. As used herein, (a) “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2 hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) “Good Reason” means (i) failure by the Company to pay any material amount owed to Executive under this Agreement; (ii) a substantial diminution in the status position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date (other than as contemplated in Section 2); (iii) a reduction of Executive’s Base Salary as in effect from time to time or bonus participation opportunities for fiscal year 2005; or (iv) a demand by the Company that Executive relocate to an office that exceeds a fifty (50) mile radius beyond the location of the Executive’s office as of the Effective Date. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A) unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

6.3 Medical Benefits. Upon termination of Executive’s employment for any reason other than Cause, and for so long as Executive is in compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to continued participation by Executive and his immediate family at the Company’s expense in the health benefit plan or program maintained by the Company from time to time until Executive’s sixty-fifth (65th) birthday.

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6.4 Release. At the time of termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

6.5 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax.

7. Non-Competition; Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents.

7.1 Non-Competition.

(a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for thirty-six (36) months thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company within North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct or indirect active participation in the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business

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relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2 Proprietary Information. Executive agrees that Executive shall not use for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof.

7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information as defined in Section 7.2 above.

7.4 Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company, its immediate parent (equity holding company), and all of its subsidiaries and joint ventures as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures.

7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto

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agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

8. Miscellaneous.

8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 8.2.

8.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

8.5 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

8.7 Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.

8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable

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except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

8.9 Indemnification. The Company shall indemnify Executive to the fullest extent permitted under applicable law in connection with any actions taken by him as an employee and director of the Company, provided such actions were taken in good faith.

8.10 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

EXECUTIVE		AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
/s/ Richard P. Johnson		By:	/s/ J. Michael Gaither
Name:	Richard P. Johnson	Name:	J. Michael Gaither
		Title:	Secretary
Address for Notices:		Address for Notices:
18816 _________ _______ _____ __________, NC 28031 (____)		P. O. Box 3145 ___________, NC 28070 - 31_5
___________________________ ___________________________

Fax: (____)	Attention:	J. Michael _________
	Fax: (70_) 947 - 1919
	With a copy to:
	Investcorp International Inc. 280 Park Avenue, 36th Floor New York, New York 10017 Attention: Donald Hardie Fax: (212) 329-6729
	and
	Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Attention: E. Michael Greaney Fax: (212) 351-4035

EXHIBIT A

to

Employment Agreement

Name of Executive:	Richard P. Johnson
Title(s):	Chief Executive Officer and Chairman of the Board of Directors during the Period of Employment described in Section 2(i)
	Chairman of the Board of Directors during the Period of Employment described in Section 2(ii)
Base Salary:	$525,000 per annum during the Period of Employment described in Section 2(i)
	$150,000 per annum during the Period of Employment described in Section 2(ii)

EXHIBIT B

to

Employment Agreement

ANNUAL PERFORMANCE-BASED CASH BONUS

Name of Executive: Richard P. Johnson

For fiscal year 2005, the Company will pay to Executive a cash bonus on the same terms as are applicable to Level 0 employees under the 2005 Executive Bonus Plan attached hereto as Exhibit C.

For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based cash bonus on such terms as shall be determined by the Board.

EXHIBIT C

to

Employment Agreement

[See Attached]

2005 Executive Bonus Plan Summary

American Tire Distributors, Inc.

December 2004

Basic Plan Provisions:

1. Duration – the Executive Bonus Plan (EBP) is approved for calendar 2005 only, unless extended by the Board of Directors. There can be no guarantee that this or any other plan will be offered in 2006.

2. Payout Determination – payouts will be determined based on EBITDA performance for calendar 2005 using the Company’s audited financial statements.

3. Bonus Payment Date – bonuses will be paid as soon as practical (in 2006) after completion of the Company’s audit and approval of such financial statements by the Board of Directors.

4. Continued Participation – participation in the EBP for 2005 carries with it no guarantees of continued participation or payment levels in future years, or any rights to continued employment by the Company.

5. Eligibility for Payments – a participant must be employed by the Company as of December 31st to be eligible for payments in the EBP. Partial payments may be made in the case of eligible terminations during the year based on financial performance through the date of termination.

Plan Participants and Payout Levels:

1. Participants – All employees in this plan are to be approved by the Board of Directors for EBP participation in 2005. If an executive listed leaves during the year, a replacement would generally be eligible for equal plan participation (prorated for time in place),.

2. Payment Levels – all participants have been classified into six levels (Levels 0 – IV). Payments are made from a pool created from a percentage of the EBITDA from the plan year. The plan projections are included on page 3 of this summary (2005 Business plan Projected Results).

3. Payouts for 2005– are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

Other Plan Definitions:

1. EBITDA – is the Company’s earnings before interest, taxes, depreciation, and amortization as reflected in the Company’s audited financial statements. Adjustments for unusual items will only be made based on the recommendation of the CEO and approval of the Board of Directors.

2. Eligible Terminations – will only include death, permanent disability, or job elimination/layoff.

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

2005 BONUS CALCULATION

EBITDA ($M)	to 2005 Plan%		BONUS		BONUS POOL ($M)
67,256	85	%	2.80	%	1,883.2
68,048	86	%	3.00	%	2,041.4
68,838	87	%	3.20	%	2,202.8
69,630	88	%	3.40	%	2,367.4
70,421	89	%	3.60	%	2,535.2
71,212	90	%	3.80	%	2,706.1
72,004	91	%	4.00	%	2,880.2
72,795	92	%	4.20	%	3,057.4
73,586	93	%	4.40	%	3,237.8
74,378	94	%	4.60	%	3,421.4
75,169	95	%	4.80	%	3,608.1
75,960	96	%	5.00	%	3,798.0
76,751	97	%	5.20	%	3,991.1
77,542	98	%	5.40	%	4,187.3
78,334	99	%	5.60	%	4,386.7
79,125	100	%	5.80	%	4,589.3
79,916	101	%	6.00	%	4,795.0
80,708	102	%	6.20	%	5,003.9
81,499	103	%	6.40	%	5,215.9
82,290	104	%	6.60	%	5,431.1
83,081	105	%	6.80	%	5,649.5
83,872	106	%	7.00	%	5,871.0
84,663	107	%	7.20	%	6,095.7
85,455	108	%	7.40	%	6,323.7
86,246	109	%	7.60	%	6,554.7
87,038	110	%	7.80	%	6,789.0

2005 Executive Bonus Plan

Participants

Name	LEVEL	% Pool
Dick Johnson	0	20.00	%
Bill Berry	I	12.00	%
Dan Brown	I-A	5.50	%
Mike Gaither	I-A	5.50	%
Phil Marrett	I-A	5.50	%
Scott Deininger	I-A	5.50	%
Keith Calcagno	II	2.40	%
George Bender	II	2.40	%
Leon Sawyer	II	2.40	%
Tom Dawson	II	2.40	%
Tom Gibson	II	2.40	%
Jim Matthews	II	2.40	%
Larry Stoddard	II	2.40	%
Jim Gill	II	2.40	%
Jack Phillips	III	1.20	%
John Flowers	III	1.20	%
Laurie Heavner	III	1.20	%
Lee Fishkin	III	1.20	%
Roland Boyette	III	1.20	%
Steve Peppard	III	1.20	%
Ronald Sinclair	III	1.20	%
Jason Shannon	III	1.20	%
Gary Reed	III	1.20	%
Jim Williams	III	1.20	%
Alan Blythe	IV	0.75	%
Chuck Parris	IV	0.75	%
Rick Faunce	IV	0.75	%
Mike Redman	IV	0.75	%
Tim Wolter	IV	0.75	%
Kathy Klawitter	IV	0.75	%
Steve Dexter	IV	0.75	%
Jeff Snyder	IV	0.75	%
Brace Bradshaw	IV	0.75	%
David Insull	IV	0.75	%
John Salamone	IV	0.75	%
Rocky Reid	IV	0.75	%
Gaye Abernathy	IV	0.75	%
Becky Chapman	IV	0.75	%
Lary Livingston	IV	0.75	%
Kevin Snyder	IV	0.75	%
Dave Puckett	IV	0.75	%
Herman Home	IV	0.75	%
Dan Seitler	IV	0.75	%
Randy Arthur	IV	0.75	%
		100.20	%

EX-10.42

Exhibit 10.42

EMPLOYMENT AGREEMENT

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”).

The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company may assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board.

2. Period of Employment. The period of Executive’s employment by the Company (the “Period of Employment”) shall commence on the Effective Date and shall continue until terminated pursuant to Section 6 hereof.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2 Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

3.4 Transportation. During the Period of Employment, Executive shall be entitled to a monthly car allowance at a cost not to exceed $1400 per month; provided, however, that Executive shall properly account therefor in accordance with the requirements for federal income tax deductibility and the Company’s policies and procedures.

3.5 Membership Dues. During the Period of Employment, the Company shall reimburse Executive for the monthly membership dues at a country club mutually satisfactory to

the Executive and the Company at a cost not to exceed $500 per month; provided, however, that Executive shall properly account therefor in accordance with the requirements for federal income tax deductibility and the Company’s policies and procedures.

4. Benefits, (a) During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its senior executive officers (including any deferred compensation plans, executive medical plans and financial planning perquisites); provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan and program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

(b) During the Period of Employment, Executive shall entitled to four (4) weeks of vacation per year in accordance with Company’s policies and procedures.

5. Expenses. Without duplication of the car allowance and membership dues allowance set forth in Sections 3.4 and 3.5 hereof, upon presentation of acceptable substantiation therefor, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except as set forth in Section 6.2 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such termination) (i.e., if termination for any reason occurs after December 31^st of any year for which a bonus is payable by the Company but before such bonus has been paid, the Company shall pay to the Executive (or his estate, as applicable) the bonus due for the preceding year at the time and in the manner such bonus otherwise would have been paid had such termination not occurred).

6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90) consecutive calendar days. In the event of a dispute concerning the nature or extent of any incapacity or disability, the Company and Executive (or his representative) shall jointly select and retain a suitably qualified, independent physician, at the Company’s expense, to determine the nature and extent of such incapacity or disability. The determination made by such physician shall be binding on the parties for the purposes of this Agreement.

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6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) and for so long as Executive is in material compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company (i) a monthly cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $25,000, in each case for a period of twenty-four (24) months from the date of termination, payable in accordance with the standard policies of the Company and (ii) continued participation at the Company’s expense in the health benefit plan or program maintained by the Company from time to time for a period of twenty-four (24) months from the date of termination. As used herein, (a) “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2 hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) “Good Reason” means (i) failure by the Company to pay any material amount owed to Executive under this Agreement; (ii) a substantial diminution in the status, position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date; (iii) a reduction of Executive’s Base Salary as in effect from time to time or bonus participation opportunities for fiscal year 2005; (iv) a demand by the Company that Executive relocate to an office that exceeds a fifty (50) mile radius beyond the location of the Executive’s office as of the Effective Date; or (v) the failure by the Board to promote Executive to Chief Executive Officer of the Company following the resignation or termination of Richard P. Johnson as Chief Executive Officer of the Company. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A) unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

6.3 Release. At the time of termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties), which Executive has

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incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

6.4 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax.

7. Non-Competition; Non-Disclosure of Proprietary Information. Surrender of Records; Inventions and Patents.

7.1 Non-Competition.

(a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for twenty-four (24) months thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company within North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct or indirect active participation in the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2 Proprietary Information. Executive agrees that Executive shall not use for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by

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law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof.

7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information as defined in Section 7.2 above.

7.4 Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company, its immediate parent (equity holding company), and all of its subsidiaries and joint ventures as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures.

7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

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8. Miscellaneous.

8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 8.2.

8.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

8.5 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

8.7 Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.

8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

8.9 Indemnification. The Company shall indemnify Executive to the fullest extent permitted under applicable law in connection with any actions taken by him as an employee and director of the Company, provided such actions were taken in good faith.

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8.10 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

EXECUTIVE		AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
/s/ William E. Berry		By:	/s/ J. Michael Gaither
Name:	William E. Berry	Name:	J. Michael Gaither
		Title:	Secretary
Address for Notices:		Address for Notices:
19016 Wildcat Trail		P.O. Box 3145
Davidson NC 28036		Huntersville, NC 28070
Fax: (            ) _____________________________		Attention: J. Michael Gaither
		Fax: (704) 947-1919
		With a copy to:
		Investcorp International Inc. 280 Park Avenue, 36th Floor New York, New York 10017 Attention: Donald Hardie Fax: (212) 329-6729
		and
		Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Attention: E. Michael Greaney Fax: (212) 351-4035

EXHIBIT A

to

Employment Agreement

Name of Executive:	William E. Berry
Title(s):	President and Chief Operating Officer
Base Salary:	$325,000 per annum

EXHIBIT B

to

Employment Agreement

ANNUAL PERFORMANCE-BASED CASH BONUS

Name of Executive: William E. Berry

For fiscal year 2005, the Company will pay to Executive a cash bonus on the same terms as are applicable to Level 1 employees under the 2005 Executive Bonus Plan attached hereto as Exhibit C.

For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based cash bonus on such terms as shall be determined by the Board.

EXHIBIT C

to

Employment Agreement

[See Attached]

2005 Executive Bonus Plan Summary

American Tire Distributors, Inc.

December 2004

Basic Plan Provisions:

1. Duration – the Executive Bonus Plan (EBP) is approved for calendar 2005 only, unless extended by the Board of Directors. There can be no guarantee that this or any other plan will be offered in 2006.

2. Payout Determination – payouts will be determined based on EBITDA performance for calendar 2005 using the Company’s audited financial statements.

3. Bonus Payment Date – bonuses will be paid as soon as practical (in 2006) after completion of the Company’s audit and approval of such financial statements by the Board of Directors.

4. Continued Participation – participation in the EBP for 2005 carries with it no guarantees of continued participation or payment levels in future years, or any rights to continued employment by the Company.

5. Eligibility for Payments – a participant must be employed by the Company as of December 31^st to be eligible for payments in the EBP. Partial payments may be made in the case of eligible terminations during the year based on financial performance through the date of termination.

Plan Participants and Payout Levels:

1. Participants – All employees in this plan are to be approved by the Board of Directors for EBP participation in 2005. If an executive listed leaves during the year, a replacement would generally be eligible for equal plan participation (prorated for time in place),.

2. Payment Levels – all participants have been classified into six levels (Levels 0 – TV). Payments are made from a pool created from a percentage of the EBITDA from the plan year. The plan projections are included on page 3 of this summary (2005 Business plan Projected Results).

3. Payouts for 2005– are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

Other Plan Definitions:

1. EBITDA – is the Company’s earnings before interest, taxes, depreciation, and amortization as reflected in the Company’s audited financial statements. Adjustments for unusual items will only be made based on the recommendation of the CEO and approval of the Board of Directors.

2. Eligible Terminations – will only include death, permanent disability, or job elimination/layoff.

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

2005 BONUS CALCULATION

EBITDA ($M)	to 2005 Plan %		BONUS		BONUS POOL ($M)
67,256	85	%	2.80	%	1,883.2
68,048	86	%	3.00	%	2,041.4
68,838	87	%	3.20	%	2,202.8
69,630	88	%	3.40	%	2,367.4
70,421	89	%	3.60	%	2,535.2
71,212	90	%	3.80	%	2,706.1
72,004	91	%	4.00	%	2,880.2
72,795	92	%	4.20	%	3,057.4
73,586	93	%	4.40	%	3,237.8
74,378	94	%	4.60	%	3,421.4
75,169	95	%	4.80	%	3,608.1
75,960	96	%	5.00	%	3,798.0
76,751	97	%	5.20	%	3,991.1
77,542	98	%	5.40	%	4,187.3
78,334	99	%	5.60	%	4,386.7
79,125	100	%	5.80	%	4,589.3
79,916	101	%	6.00	%	4,795.0
80,708	102	%	6.20	%	5,003.9
81,499	103	%	6.40	%	5,215.9
82,290	104	%	6.60	%	5,431.1
83,081	105	%	6.80	%	5,649.5
83,872	106	%	7.00	%	5,871.0
84,663	107	%	7.20	%	6,095.7
85,455	108	%	7.40	%	6,323.7
86,246	109	%	7.60	%	6,554.7
87,038	110	%	7.80	%	6,789.0

2005 Executive Bonus Plan Participants

Name	LEVEL	% Pool
Dick Johnson	0	20.00	%
Bill Berry	I	12.00	%
Dan Brown	I-A	5.50	%
Mike Gaither	I-A	5.50	%
Phil Marrett	I-A	5.50	%
Scott Deininger	I-A	5.50	%
Keith Calcagno	II	2.40	%
George Bender	II	2.40	%
Leon Sawyer	II	2.40	%
Tom Dawson	II	2.40	%
Tom Gibson	II	2.40	%
Jim Matthews	II	2.40	%
Larry Stoddard	II	2.40	%
Jim Gill	II	2.40	%
Jack Phillips	III	1.20	%
John Flowers	III	1.20	%
Laurie Heavner	III	1.20	%
Lee Fishkin	III	1.20	%
Roland Boyette	III	1.20	%
Steve Peppard	III	1.20	%
Ronald Sinclair	III	1.20	%
Jason Shannon	III	1.20	%
Gary Reed	III	1.20	%
Jim Williams	III	1.20	%
Alan Blythe	IV	0.75	%
Chuck Parris	IV	0.75	%
Rick Faunce	IV	0.75	%
Mike Redman	IV	0.75	%
Tim Wolter	IV	0.75	%
Kathy Klawitter	IV	0.75	%
Steve Dexter	IV	0.75	%
Jeff Snyder	IV	0.75	%
Bruce Bradshaw	IV	0.75	%
David Insull	IV	0.75	%
John Salamone	IV	0.75	%
Rocky Reid	IV	0.75	%
Gaye Abernathy	IV	0.75	%
Becky Chapman	IV	0.75	%
Lary Livingston	IV	0.75	%
Kevin Snyder	IV	0.75	%
Dave Puckett	IV	0.75	%
Herman Horne	IV	0.75	%
Dan Seitler	IV	0.75	%
Randy Arthur	IV	0.75	%
		100.20	%

EX-10.43

Exhibit 10.43

EMPLOYMENT AGREEMENT

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 J. Michael Gaither (“Executive”).

The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company may assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board.

2. Period of Employment. The period of Executive’s employment by the Company (the “Period of Employment”) shall commence on the Effective Date and shall continue until terminated pursuant to Section 6 hereof.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2 Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

3.4 Transportation. During the Period of Employment, Executive shall be entitled to a monthly car allowance at a cost not to exceed $1400 per month; provided, however, that Executive shall properly account therefor in accordance with the requirements for federal income tax deductibility and the Company’s policies and procedures.

3.5 Membership Dues. During the Period of Employment, the Company shall reimburse Executive for the monthly membership dues at a country club mutually satisfactory to

the Executive and the Company at a cost not to exceed $500 per month; provided, however, that Executive shall properly account therefor in accordance with the requirements for federal income tax deductibility and the Company’s policies and procedures.

4. Benefits. (a) During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its senior executive officers (including any deferred compensation plans, executive medical plans and financial planning perquisites); provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan and program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

(b) During the Period of Employment, Executive shall entitled to four (4) weeks of vacation per year in accordance with Company’s policies and procedures.

5. Expenses. Without duplication of the car allowance and membership dues allowance set forth in Sections 3.4 and 3.5 hereof, upon presentation of acceptable substantiation therefor, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except as set forth in Section 6.2 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such termination) (i.e., if termination for any reason occurs after December 31^st of any year for which a bonus is payable by the Company but before such bonus has been paid, the Company shall pay to the Executive (or his estate, as applicable) the bonus due for the preceding year at the time and in the manner such bonus otherwise would have been paid had such termination not occurred).

6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90) consecutive calendar days. In the event of a dispute concerning the nature or extent of any incapacity or disability, the Company and Executive (or his representative) shall jointly select and retain a suitably qualified, independent physician, at the Company’s expense, to determine the nature and extent of such incapacity or disability. The determination made by such physician shall be binding on the parties for the purposes of this Agreement.

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6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) and for so long as Executive is in material compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company (i) a monthly cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $22,222.22, in each case for a period of eighteen (18) months from the date of termination, payable in accordance with the standard policies of the Company and (ii) continued participation at the Company’s expense in the health benefit plan or program maintained by the Company from time to time for a period of eighteen (18) months from the date of termination. As used herein, (a) “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2 hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) “Good Reason” means (i) failure by the Company to pay any material amount owed to Executive under this Agreement; (ii) a substantial diminution in the status, position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date; (iii) a reduction of Executive’s Base Salary as in effect from time to time or bonus participation opportunities for fiscal year 2005; or (iv) a demand by the Company that Executive relocate to an office that exceeds a fifty (50) mile radius beyond the location of the Executive’s office as of the Effective Date. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A) unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

6.3 Release. At the time of termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

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6.4 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax.

7. Non-Competition; Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents.

7.1 Non-Competition.

(a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for eighteen (18) months thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company within North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct or indirect active participation in the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2 Proprietary Information. Executive agrees that Executive shall not use for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations

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of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof.

7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information as defined in Section 7.2 above.

7.4 Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company, its immediate parent (equity holding company), and all of its subsidiaries and joint ventures as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures.

7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

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8. Miscellaneous.

8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 8.2.

8.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

8.5 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

8.7 Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.

8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

8.9 Indemnification. The Company shall indemnify Executive to the fullest extent permitted under applicable law in connection with any actions taken by him as an employee and director of the Company, provided such actions were taken in good faith.

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8.10 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

EXECUTIVE		AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
/s/ J. Michael Gaither		By:	/s/ William E. Berry
Name:	J. Michael Gaither	Name:	William E. Berry
		Title:	President

Address for Notices:	Address for Notices:
8309 ______________________ court	P. O. Box 3145
Charlotte, NC 28210	Huntersville, NC 28070
___________________________________________
___________________________________________
Fax: (_____)  _________________________________	Attention: J. Michael Gaither
	Fax: (704) 947-1919
	With a copy to:
	Investcorp International Inc.
	280 Park Avenue, 36th Floor
	New York, New York 10017
	Attention: Donald Hardie
	Fax: (212) 329-6729
	and
	Gibson, Dunn & Crutcher LLP
	200 Park Avenue
	New York, New York 10166
	Attention: E. Michael Greaney
	Fax: (212) 351-4035

EXHIBIT A

to

Employment Agreement

Name of Executive:	J. Michael Gaither
Title(s):	Executive Vice President and General Counsel
Base Salary:	$280,000 per annum

EXHIBIT B

to

Employment Agreement

ANNUAL PERFORMANCE-BASED CASH BONUS

Name of Executive: J. Michael Gaither

For fiscal year 2005, the Company will pay to Executive a cash bonus on the same terms as are applicable to Level 1-A employees under the 2005 Executive Bonus Plan attached hereto as Exhibit C.

For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based cash bonus on such terms as shall be determined by the Board.

EXHIBIT C

to

Employment Agreement

[See Attached]

2005 Executive Bonus Plan Summary

American Tire Distributors, Inc.

December 2004

Basic Plan Provisions:

1. Duration – the Executive Bonus Plan (EBP) is approved for calendar 2005 only, unless extended by the Board of Directors. There can be no guarantee that this or any other plan will be offered in 2006.

2. Payout Determination – payouts will be determined based on EBITDA performance for calendar 2005 using the Company’s audited financial statements.

3. Bonus Payment Date – bonuses will be paid as soon as practical (in 2006) after completion of the Company’s audit and approval of such financial statements by the Board of Directors.

4. Continued Participation – participation in the EBP for 2005 carries with it no guarantees of continued participation or payment levels in future years, or any rights to continued employment by the Company.

5. Eligibility for Payments – a participant must be employed by the Company as of December 31^st to be eligible for payments in the EBP. Partial payments may be made in the case of eligible terminations during the year based on financial performance through the date of termination.

Plan Participants and Payout Levels:

1. Participants – All employees in this plan are to be approved by the Board of Directors for EBP participation in 2005. If an executive listed leaves during the year, a replacement would generally be eligible for equal plan participation (prorated for time in place),.

2. Payment Levels – all participants have been classified into six levels (Levels 0 – IV). Payments are made from a pool created from a percentage of the EBITDA from the plan year. The plan projections are included on page 3 of this summary (2005 Business plan Projected Results).

3. Payouts for 2005– are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

Other Plan Definitions:

1. EBITDA – is the Company’s earnings before interest, taxes, depreciation, and amortization as reflected in the Company’s audited financial statements.

Adjustments for unusual items will only be made based on the recommendation of the CEO and approval of the Board of Directors.

2. Eligible Terminations – will only include death, permanent disability, or job elimination/layoff.

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

2005 BONUS CALCULATION

EBITDA ($M)	to 2005 Plan %		BONUS		BONUS POOL ($M)
67,256	85	%	2.80	%	1,883.2
68,048	86	%	3.00	%	2,041.4
68,838	87	%	3.20	%	2,202.8
69,630	88	%	3.40	%	2,367.4
70,421	89	%	3.60	%	2,535.2
71,212	90	%	3.80	%	2,706.1
72,004	91	%	4.00	%	2,880.2
72,795	92	%	4.20	%	3,057.4
73,586	93	%	4.40	%	3,237.8
74,378	94	%	4.60	%	3,421.4
75,169	95	%	4.80	%	3,608.1
75,960	96	%	5.00	%	3,798.0
76,751	97	%	5.20	%	3,991.1
77,542	98	%	5.40	%	4,187.3
78,334	99	%	5.60	%	4,386.7
79,125	100	%	5.80	%	4,589.3
79,916	101	%	6.00	%	4,795.0
80,708	102	%	6.20	%	5,003.9
81,499	103	%	6.40	%	5,215.9
82,290	104	%	6.60	%	5,431.1
83,081	105	%	6.80	%	5,649.5
83,872	106	%	7.00	%	5,871.0
84,663	107	%	7.20	%	6,095.7
85,455	108	%	7.40	%	6,323.7
86,246	109	%	7.60	%	6,554.7
87,038	110	%	7.80	%	6,789.0

2005 Executive Bonus Plan

Participants

Name	LEVEL	% Pool
Dick Johnson	0	20.00	%
Bill Berry	I	12.00	%
Dan Brown	I-A	5.50	%
Mike Gaither	I-A	5.50	%
Phil Marrett	I-A	5.50	%
Scott Deininger	I-A	5.50	%
Keith Calcagno	II	2.40	%
George Bender	II	2.40	%
Leon Sawyer	II	2.40	%
Tom Dawson	II	2.40	%
Tom Gibson	II	2.40	%
Jim Matthews	II	2.40	%
Larry Stoddard	II	2.40	%
Jim Gill	II	2.40	%
Jack Phillips	III	1.20	%
John Flowers	III	1.20	%
Laurie Heavner	III	1.20	%
Lee Fishkin	III	1.20	%
Roland Boyette	III	1.20	%
Steve Peppard	III	1.20	%
Ronald Sinclair	III	1.20	%
Jason Shannon	III	1.20	%
Gary Reed	III	1.20	%
Jim Williams	III	1.20	%
Alan Blythe	IV	0.75	%
Chuck Parris	IV	0.75	%
Rick Faunce	IV	0.75	%
Mike Redman	IV	0.75	%
Tim Wolter	IV	0.75	%
Kathy Klawitter	IV	0.75	%
Steve Dexter	IV	0.75	%
Jeff Snyder	IV	0.75	%
Bruce Bradshaw	IV	0.75	%
David Insull	IV	0.75	%
John Salamone	IV	0.75	%
Rocky Reid	IV	0.75	%
Gaye Abernathy	IV	0.75	%
Becky Chapman	IV	0.75	%
Lary Livingston	IV	0.75	%
Kevin Snyder	IV	0.75	%
Dave Puckett	IV	0.75	%
Herman Horne	IV	0.75	%
Dan Seitler	IV	0.75	%
Randy Arthur	IV	0.75	%
		100.20	%

EX-10.44

Exhibit 10.44

EMPLOYMENT AGREEMENT

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”).

The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company may assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board.

2. Period of Employment. The period of Executive’s employment by the Company (the “Period of Employment”) shall commence on the Effective Date and shall continue until terminated pursuant to Section 6 hereof.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2 Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

4. Benefits. During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its executive officers; provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan or program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

5. Expenses. Upon presentation of acceptable substantiation therefor, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except as set forth in Section 6.2 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such termination).

6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90) consecutive calendar days. In connection with making such determination, the Company, at its option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability, and the determination made by such physician shall be binding on the parties for the purposes of this Agreement.

6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) and for so long as Executive is in compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company (i) a monthly cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $19,583.33 for a period of twelve (12) months from the date of termination, payable in accordance with the standard policies of the Company and (ii) continued participation at the Company’s expense in the health benefit plan or program maintained by the Company from time to time for a period of twelve (12) months from the date of termination. As used herein, (a) “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2 hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) “Good Reason” means (i) failure by the Company to pay any material amount owed to Executive under this Agreement; (ii) a substantial diminution in the status, position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date; or (iii) a reduction of Executive’s Base Salary as in effect from time to time. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A)

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unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

6.3 Release. At the time of termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

6.4 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax.

7. Non-Competition; Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents.

7.1 Non-Competition.

(a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for twelve (12) months thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company within

3

North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct or indirect active participation in the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2 Proprietary Information. Executive agrees that Executive shall not use for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof.

7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information as defined in Section 7.2 above.

7.4 Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

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7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company and any and all of its parents, subsidiaries, joint ventures and affiliated entities as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures.

7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

8. Miscellaneous.

8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 8.2.

8.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

8.5 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

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8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

8.7 Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.

8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

8.9 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

EXECUTIVE	AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
/s/ Phillip E. Marrett	By:	/s/ William E. Berry
Name: Phillip E. Marrett	Name:	William E. Berry
	Title:	President
Address for Notices:	Address for Notices:
P.O. Box 2245	P.O. Box 3145
__________, NC 28036	Huntersville, NC 28070

	Attention:	J. Michael Gaither
Fax: (            )	Fax: (704)	947-1919
	With a copy to:
	Investcorp International Inc. 280 Park Avenue, 36th Floor New York, New York 10017 Attention: Donald Hardie Fax: (212) 329-6729
	and
	Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Attention: E. Michael Greaney Fax: (212) 351-4035

EXHIBIT A

to

Employment Agreement

Name of Executive:	Phillip E. Marrett
Title(s):	Senior Vice President, Sales and Marketing
Base Salary:	$235,000 per annum

EXHIBIT B

to

Employment Agreement

ANNUAL PERFORMANCE-BASED CASH BONUS

Name of Executive: Phillip E. Marrett

For fiscal year 2005, the Company will pay to Executive a cash bonus on substantially the same terms as the Executive Bonus Plan attached hereto as Exhibit C (the “Plan”) based on Executive’s existing level of classification under the Plan.

For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based cash bonus on such terms as shall be determined by the Board.

EXHIBIT C

to

Employment Agreement

[See Attached]

2005 Executive Bonus Plan Summary

American Tire Distributors, Inc.

December 2004

Basic Plan Provisions:

1. Duration – the Executive Bonus Plan (EBP) is approved for calendar 2005 only, unless extended by the Board of Directors. There can be no guarantee that this or any other plan will be offered in 2006.

2. Payout Determination – payouts will be determined based on EBITDA performance for calendar 2005 using the Company’s audited financial statements.

3. Bonus Payment Date – bonuses will be paid as soon as practical (in 2006) after completion of the Company’s audit and approval of such financial statements by the Board of Directors.

4. Continued Participation – participation in the EBP for 2005 carries with it no guarantees of continued participation or payment levels in future years, or any rights to continued employment by the Company.

5. Eligibility for Payments – a participant must be employed by the Company as of December 31^st to be eligible for payments in the EBP. Partial payments may be made in the case of eligible terminations during the year based on financial performance through the date of termination.

Plan Participants and Payout Levels:

1. Participants – All employees in this plan are to be approved by the Board of Directors for EBP participation in 2005. If an executive listed leaves during the year, a replacement would generally be eligible for equal plan participation (prorated for time in place),.

2. Payment Levels – all participants have been classified into six levels (Levels 0 – IV). Payments are made from a pool created from a percentage of the EBITDA from the plan year. The plan projections are included on page 3 of this summary (2005 Business plan Projected Results).

3. Payouts for 2005– are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

Other Plan Definitions:

1. EBITDA – is the Company’s earnings before interest, taxes, depreciation, and amortization as reflected in the Company’s audited financial statements. Adjustments for unusual items will only be made based on the recommendation of the CEO and approval of the Board of Directors.

2. Eligible Terminations – will only include death, permanent disability, or job elimination/layoff.

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

2005 BONUS CALCULATION

EBITDA ($M)	to 2005 Plan %		BONUS		BONUS POOL ($M)
67,256	85	%	2.80	%	1,883.2
68,048	86	%	3.00	%	2,041.4
68,838	87	%	3.20	%	2,202.8
69,630	88	%	3.40	%	2,367.4
70,421	89	%	3.60	%	2,535.2
71,212	90	%	3.80	%	2,706.1
72,004	91	%	4.00	%	2,880.2
72,795	92	%	4.20	%	3,057.4
73,586	93	%	4.40	%	3,237.8
74,378	94	%	4.60	%	3,421.4
75,169	95	%	4.80	%	3,608.1
75,960	96	%	5.00	%	3,798.0
76,751	97	%	5.20	%	3,991.1
77,542	98	%	5.40	%	4,187.3
78,334	99	%	5.60	%	4,386.7
79,125	100	%	5.80	%	4,589.3
79,916	101	%	6.00	%	4,795.0
80,708	102	%	6.20	%	5,003.9
81,499	103	%	6.40	%	5,215.9
82,290	104	%	6.60	%	5,431.1
83,081	105	%	6.80	%	5,649.5
83,872	106	%	7.00	%	5,871.0
84,663	107	%	7.20	%	6,095.7
85,455	108	%	7.40	%	6,323.7
86,246	109	%	7.60	%	6,554.7
87,038	110	%	7.80	%	6,789.0

2005 Executive Bonus Plan

Participants

Name	LEVEL	% Pool
Dick Johnson	0	20.00	%
Bill Berry	I	12.00	%
Dan Brown	I-A	5.50	%
Mike Gaither	I-A	5.50	%
Phil Marrett	I-A	5.50	%
Scott Deininger	I-A	5.50	%
Keith Calcagno	II	2.40	%
George Bender	II	2.40	%
Leon Sawyer	II	2.40	%
Tom Dawson	II	2.40	%
Tom Gibson	II	2.40	%
Jim Matthews	II	2.40	%
Larry Stoddard	II	2.40	%
Jim Gill	II	2.40	%
Jack Phillips	III	1.20	%
John Flowers	III	1.20	%
Laurie Heavner	III	1.20	%
Lee Fishkin	III	1.20	%
Roland Boyette	III	1.20	%
Steve Peppard	III	1.20	%
Ronald Sinclair	III	1.20	%
Jason Shannon	III	1.20	%
Gary Reed	III	1.20	%
Jim Williams	III	1.20	%
Alan Blythe	IV	0.75	%
Chuck Parris	IV	0.75	%
Rick Faunce	IV	0.75	%
Mike Redman	IV	0.75	%
Tim Wolter	IV	0.75	%
Kathy Klawitter	IV	0.75	%
Steve Dexter	IV	0.75	%
Jeff Snyder	IV	0.75	%
Bruce Bradshaw	IV	0.75	%
David Insull	IV	0.75	%
John Salamone	IV	0.75	%
Rocky Reid	IV	0.75	%
Gaye Abernathy	IV	0.75	%
Becky Chapman	IV	0.75	%
Lary Livingston	IV	0.75	%
Kevin Snyder	IV	0.75	%
Dave Puckett	IV	0.75	%
Herman Horne	IV	0.75	%
Dan Seitler	IV	0.75	%
Randy Arthur	IV	0.75	%
		100.20	%

EX-10.45

Exhibit 10.45

EMPLOYMENT AGREEMENT

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 Daniel K. Brown (“Executive”).

The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company may assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board.

2. Period of Employment. The period of Executive’s employment by the Company (the “Period of Employment”) shall commence on the Effective Date and shall continue until terminated pursuant to Section 6 hereof.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2 Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

4. Benefits. During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its executive officers; provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan or program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

5. Expenses. Upon presentation of acceptable substantiation therefor, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except as set forth in Section 6.2 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such termination).

6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90) consecutive calendar days. In connection with making such determination, the Company, at its option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability, and the determination made by such physician shall be binding on the parties for the purposes of this Agreement.

6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) and for so long as Executive is in compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company (i) a monthly cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $20,833.33 for a period of twelve (12) months from the date of termination, payable in accordance with the standard policies of the Company and (ii) continued participation at the Company’s expense in the health benefit plan or program maintained by the Company from time to time for a period of twelve (12) months from the date of termination. As used herein, (a) “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2 hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) “Good Reason” means (i) failure by the Company to pay any material amount owed to Executive under this Agreement; (ii) a substantial diminution in the status, position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date; or (iii) a reduction of Executive’s Base Salary as in effect from time to time. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A)

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unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the Company, in its sole discretion rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

6.3 Release. At the time of termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

6.4 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax.

7. Non-Competition; Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents.

7.1 Non-Competition.

(a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for twelve (12) months thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company within

3

North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct or indirect active participation in the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2 Proprietary Information. Executive agrees that Executive shall not use for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof.

7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information as defined in Section 7.2 above.

7.4 Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

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7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company and any and all of its parents, subsidiaries, joint ventures and affiliated entities as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures.

7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

8. Miscellaneous.

8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 8.2.

8.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

8.5 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

5

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

8.7 Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.

8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

8.9 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

6

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

EXECUTIVE		AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
/s/ Daniel K. Brown		By:	/s/ William E. Berry
Name:	Daniel K. Brown	Name:	William E. Berry
		Title:	President
Address for Notices:		Address for Notices:
17915 Peninsula Club ________		P. O. Box 3145
Cornelius, NC 28031		Huntersville, NC 28070
Fax: (___) N/A		Attention: J. Michael Gaither
		Fax: (704) 947-1919
		With a copy to:
		Investcorp International Inc. 280 Park Avenue, 36th Floor New York, New York 10017 Attention: Donald Hardie Fax: (212) 329-6729
		and
		Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Attention: E. Michael Greaney Fax: (212) 351-4035

EXHIBIT A

to

Employment Agreement

Name of Executive:	Daniel K. Brown
Title(s):	Senior Vice President, Procurement
Base Salary:	$250,000 per annum

EXHIBIT B

to

Employment Agreement

ANNUAL PERFORMANCE-BASED CASH BONUS

Name of Executive: Daniel K. Brown

For fiscal year 2005, the Company will pay to Executive a cash bonus on substantially the same terms as the Executive Bonus Plan attached hereto as Exhibit C (the “Plan”) based on Executive’s existing level of classification under the Plan.

For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based cash bonus on such terms as shall be determined by the Board.

EXHIBIT C

to

Employment Agreement

[See Attached]

2005 Executive Bonus Plan Summary

American Tire Distributors, Inc.

December 2004

Basic Plan Provisions:

1. Duration – the Executive Bonus Plan (EBP) is approved for calendar 2005 only, unless extended by the Board of Directors. There can be no guarantee that this or any other plan will be offered in 2006.

2. Payout Determination – payouts will be determined based on EBITDA performance for calendar 2005 using the Company’s audited financial statements.

3. Bonus Payment Date – bonuses will be paid as soon as practical (in 2006) after completion of the Company’s audit and approval of such financial statements by the Board of Directors.

4. Continued Participation – participation in the EBP for 2005 carries with it no guarantees of continued participation or payment levels in future years, or any rights to continued employment by the Company.

5. Eligibility for Payments – a participant must be employed by the Company as of December 31^st to be eligible for payments in the EBP. Partial payments may be made in the case of eligible terminations during the year based on financial performance through the date of termination.

Plan Participants and Payout Levels:

1. Participants – All employees in this plan are to be approved by the Board of Directors for EBP participation in 2005. If an executive listed leaves during the year, a replacement would generally be eligible for equal plan participation (prorated for time in place),.

2. Payment Levels – all participants have been classified into six levels (Levels 0– IV). Payments are made from a pool created from a percentage of the EBITDA from the plan year. The plan projections are included on page 3 of this summary (2005 Business plan Projected Results).

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

Other Plan Definitions:

1. EBITDA – is the Company’s earnings before interest, taxes, depreciation, and amortization as reflected in the Company’s audited financial statements. Adjustments for unusual items will only be made based on the recommendation of the CEO and approval of the Board of Directors.

2. Eligible Terminations – will only include death, permanent disability, or job elimination/layoff.

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

2005 BONUS CALCULATION

EBITDA ($M)	to 2005 Plan %		BONUS		BONUS POOL ($M)
67,256	85	%	2.80	%	1,883.2
68,048	86	%	3.00	%	2,041.4
68,838	87	%	3.20	%	2,202.8
69,630	88	%	3.40	%	2,367.4
70,421	89	%	3.60	%	2,535.2
71,212	90	%	3.80	%	2,706.1
72,004	91	%	4.00	%	2,880.2
72,795	92	%	4.20	%	3,057.4
73,586	93	%	4.40	%	3,237.8
74,378	94	%	4.60	%	3,421.4
75,169	95	%	4.80	%	3,608.1
75,960	96	%	5.00	%	3,798.0
76,751	97	%	5.20	%	3,991.1
77,542	98	%	5.40	%	4,187.3
78,334	99	%	5.60	%	4,386.7
79,125	100	%	5.80	%	4,589.3
79,916	101	%	6.00	%	4,795.0
80,708	102	%	6.20	%	5,003.9
81,499	103	%	6.40	%	5,215.9
82,290	104	%	6.60	%	5,431.1
83,081	105	%	6.80	%	5,649.5
83,872	106	%	7.00	%	5,871.0
84,663	107	%	7.20	%	6,095.7
85,455	108	%	7.40	%	6,323.7
86,246	109	%	7.60	%	6,554.7
87,038	110	%	7.80	%	6,789.0

2005 Executive Bonus Plan

Participants

Name	LEVEL	% Pool
Dick Johnson	0	20.00	%
Bill Berry	I	12.00	%
Dan Brown	I-A	5.50	%
Mike Gaither	I-A	5.50	%
Phil Marrett	I-A	5.50	%
Scott Deininger	I-A	5.50	%
Keith Calcagno	II	2.40	%
George Bender	II	2.40	%
Leon Sawyer	II	2.40	%
Tom Dawson	II	2.40	%
Tom Gibson	II	2.40	%
Jim Matthews	II	2.40	%
Larry Stoddard	II	2.40	%
Jim Gill	II	2.40	%
Jack Phillips	III	1.20	%
John Flowers	III	1.20	%
Laurie Heavner	III	1.20	%
Lee Fishkin	III	1.20	%
Roland Boyette	III	1.20	%
Steve Peppard	III	1.20	%
Ronald Sinclair	III	1.20	%
Jason Shannon	III	1.20	%
Gary Reed	III	1.20	%
Jim Williams	III	1.20	%
Alan Blythe	IV	0.75	%
Chuck Parris	IV	0.75	%
Rick Faunce	IV	0.75	%
Mike Redman	IV	0.75	%
Tim Wolter	IV	0.75	%
Kathy Klawitter	IV	0.75	%
Steve Dexter	IV	0.75	%
Jeff Snyder	IV	0.75	%
Bruce Bradshaw	IV	0.75	%
David Insull	IV	0.75	%
John Salamone	IV	0.75	%
Rocky Reid	IV	0.75	%
Gaye Abernathy	IV	0.75	%
Becky Chapman	IV	0.75	%
Lary Livingston	IV	0.75	%
Kevin Snyder	IV	0.75	%
Dave Puckett	IV	0.75	%
Herman Horne	IV	0.75	%
Dan Seitler	IV	0.75	%
Randy Arthur	IV	0.75	%
		100.20	%

EX-10.46

Exhibit 10.46

EMPLOYMENT AGREEMENT

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 Scott A. Deininger (“Executive”).

The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company may assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board.

2. Period of Employment. The period of Executive’s employment by the Company (the “Period of Employment”) shall commence on the Effective Date and shall continue until terminated pursuant to Section 6 hereof.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2 Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

4. Benefits. During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its executive officers; provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan or program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

5. Expenses. Upon presentation of acceptable substantiation therefor, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except as set forth in Section 6.2 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such termination).

6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90) consecutive calendar days. In connection with making such determination, the Company, at its option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability, and the determination made by such physician shall be binding on the parties for the purposes of this Agreement.

6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) and for so long as Executive is in compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company (i) a monthly cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $16,666.67 for a period of twelve (12) months from the date of termination, payable in accordance with the standard policies of the Company and (ii) continued participation at the Company’s expense in the health benefit plan or program maintained by the Company from time to time for a period of twelve (12) months from the date of termination. As used herein, (a) “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2 hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) “Good Reason” means (i) failure by the Company to pay any material amount owed to Executive under this Agreement; (ii) a substantial diminution in the status, position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date; or (iii) a reduction of Executive’s Base Salary as in effect from time to time. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A)

2

unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the . Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

6.3 Release. At the time of termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

6.4 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax.

7. Non-Competition; Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents.

7.1 Non-Competition.

(a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for twelve (12) months thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company within

3

North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct or indirect active participation in the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2 Proprietary Information. Executive agrees that Executive shall not use for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof.

7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information as defined in Section 7.2 above.

7.4 Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

4

7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company and any and all of its parents, subsidiaries, joint ventures and affiliated entities as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures.

7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

8. Miscellaneous.

8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 8.2.

8.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

8.5 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

5

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

8.7 Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.

8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

8.9 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

6

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

EXECUTIVE		AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
/s/ Scott A. Deininger		By:	/s/ William E. Berry
Name:	Scott A. Deininger	Name:	William E. Berry
		Title:	President
Address for Notices:		Address for Notices:
18802 Peninsula Club Dr.		P. O. Box 3145
Cornelius, NC 28031		Huntersville, NC 28070
Fax: (704) 992 - 1451		Attention: J. Michael Gaither
		Fax: (704) 947-1919
		With a copy to:
		Investcorp International Inc. 280 Park Avenue, 36th Floor New York, New York 10017 Attention: Donald Hardie Fax: (212) 329-6729
		and
		Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Attention: E. Michael Greaney Fax: (212) 351-4035

EXHIBIT A

to

Employment Agreement

Name of Executive:	Scott A. Deininger
Title(s):	Senior Vice President, Finance and Administration
Base Salary:	$200,000 per annum

EXHIBIT B

to

Employment Agreement

ANNUAL PERFORMANCE-BASED CASH BONUS

Name of Executive: Scott A. Deininger

For fiscal year 2005, the Company will pay to Executive a cash bonus on substantially the same terms as the Executive Bonus Plan attached hereto as Exhibit C (the “Plan”) based on Executive’s existing level of classification under the Plan.

For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based cash bonus on such terms as shall be determined by the Board.

EXHIBIT C

to

Employment Agreement

[See Attached]

2005 Executive Bonus Plan Summary

American Tiro Distributors, Inc.

December 2004

Basic Plan Provisions:

1. Duration – the Executive Bonus Plan (EBP) is approved for calendar 2005 only, unless extended by the Board of Directors. There can be no guarantee that this or any other plan will be offered in 2006.

2. Payout Determination – payouts will be determined based on EBITDA performance for calendar 2005 using the Company’s audited financial statements.

3. Bonus Payment Date – bonuses will be paid as soon as practical (in 2006) after completion of the Company’s audit and approval of such financial statements by the Board of Directors.

4. Continued Participation – participation in the EBP for 2005 carries with it no guarantees of continued participation or payment levels in future years, or any rights to continued employment by the Company.

5. Eligibility for Payments – a participant must be employed by the Company as of December 31^st to be eligible for payments in the EBP. Partial payments may be made in the case of eligible terminations during the year based on financial performance through the date of termination.

Plan Participants and Payout Levels:

1. Participants – All employees in this plan are to be approved by the Board of Directors for EBP participation in 2005. If an executive listed leaves during the year, a replacement would generally be eligible for equal plan participation (prorated for time in place),.

2. Payment Levels – all participants have been classified into six levels (Levels 0 – IV). Payments are made from a pool created from a percentage of the EBITDA from the plan year. The plan projections are included on page 3 of this summary (2005 Business plan Projected Results).

3. Payouts for 2005– are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

Other Plan Definitions:

1. EBITDA – is the Company’s earnings before interest, taxes, depreciation, and amortization as reflected in the Company’s audited financial statements. Adjustments for unusual items will only be made based on the recommendation of the CEO and approval of the Board of Directors.

2. Eligible Terminations – will only include death, permanent disability, or job elimination/layoff.

3. Payouts for 2005 – are calculated based on the 2005 EBITDA results above and the corresponding bonus pool. Each level will have a pool and based on the number in that level, that pool will be divided equally among the participants.

2005 BONUS CALCULATION

EBITDA ($M)	to 2005 Plan %		BONUS		BONUS POOL ($M)
67,256	85	%	2.80	%	1,883.2
68,048	86	%	3.00	%	2,041.4
68,838	87	%	3.20	%	2,202.8
69,630	88	%	3.40	%	2,367.4
70,421	89	%	3.60	%	2,535.2
71,212	90	%	3.80	%	2,706.1
72,004	91	%	4.00	%	2,880.2
72,795	92	%	4.20	%	3,057.4
73,586	93	%	4.40	%	3,237.8
74,378	94	%	4.60	%	3,421.4
75,169	95	%	4.80	%	3,608.1
75,960	96	%	5.00	%	3,798.0
76,751	97	%	5.20	%	3,991.1
77,542	98	%	5.40	%	4,187.3
78,334	99	%	5.60	%	4,386.7
79,125	100	%	5.80	%	4,589.3
79,916	101	%	6.00	%	4,795.0
80,708	102	%	6.20	%	5,003.9
81,499	103	%	6.40	%	5,215.9
82,290	104	%	6.60	%	5,431.1
83,081	105	%	6.80	%	5,649.5
83,872	106	%	7.00	%	5,871.0
84,663	107	%	7.20	%	6,095.7
85,455	108	%	7.40	%	6,323.7
86,246	109	%	7.60	%	6,554.7
87,038	110	%	7.80	%	6,789.0

2005 Executive Bonus Plan Participants

Name	LEVEL	% Pool
Dick Johnson	0	20.00	%
Bill Berry	I	12.00	%
Dan Brown	I-A	5.50	%
Mike Gaither	I-A	5.50	%
Phil Marrett	I-A	5.50	%
Scott Deininger	I-A	5.50	%
Keith Calcagno	II	2.40	%
George Bender	II	2.40	%
Leon Sawyer	II	2.40	%
Tom Dawson	II	2.40	%
Tom Gibson	II	2.40	%
Jim Matthews	II	2.40	%
Larry Stoddard	II	2.40	%
Jim Gill	II	2.40	%
Jack Phillips	III	1.20	%
John Flowers	III	1.20	%
Laurie Heavner	III	1.20	%
Lee Fishkin	III	1.20	%
Roland Boyette	III	1.20	%
Steve Peppard	III	1.20	%
Ronald Sinclair	III	1.20	%
Jason Shannon	III	1.20	%
Gary Reed	III	1.20	%
Jim Williams	III	1.20	%
Alan Blythe	IV	0.75	%
Chuck Parris	IV	0.75	%
Rick Faunce	IV	0.75	%
Mike Redman	IV	0.75	%
Tim Wolter	IV	0.75	%
Kathy Klawitter	IV	0.75	%
Steve Dexter	IV	0.75	%
Jeff Snyder	IV	0.75	%
Bruce Bradshaw	IV	0.75	%
David Insull	IV	0.75	%
John Salamone	IV	0.75	%
Rocky Reid	IV	0.75	%
Gaye Abernathy	IV	0.75	%
Becky Chapman	IV	0.75	%
Lary Livingston	IV	0.75	%
Kevin Snyder	IV	0.75	%
Dave Puckett	IV	0.75	%
Herman Horne	IV	0.75	%
Dan Seitler	IV	0.75	%
Randy Arthur	IV	0.75	%
		100.20	%

EX-10.47

Exhibit 10.47

ROLLOVER STOCK OPTION AGREEMENT

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 Richard P. Johnson (the “Optionee”).

RECITALS

A. Pursuant to that certain Stock Option Agreement, dated June 12, 2002 (the “ATD Option Agreement”), between Optionee and American Tire Distributors, Inc., a Delaware corporation (“ATD”), Optionee was granted a non-qualified option to purchase shares of Common Stock, par value $0.01 per share, of ATD (“ATD Stock”).

B. Optionee desires to assign and transfer to the Company its entire right and option to purchase 172,102 shares of ATD Stock under the ATD Option Agreement (the “Rollover Option”) immediately prior to the Effective Time.

C. In connection with the acquisition of ATD by the Company, the Company is willing to grant Optionee, in exchange for the assignment and transfer to the Company of the Rollover Option, a non-qualified option to purchase shares of Series A Common Stock, $0.01 par value per share, of the Company (the “Series A Stock”) subject to the terms and conditions of the Plan (as defined below) and this Agreement.

D. The Company has adopted the 2005 Management Stock Incentive Plan (the “Plan”), a copy of which has been provided to the Optionee.

AGREEMENTS

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” is defined in Section 1l(a).

“Agreement” means this Rollover Stock Option Agreement.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATD” is defined in recital A.

“ATD Option Agreement” is defined in recital A.

“ATD Stock” is defined in recital A.

“ATDH” means ATD Holdings Limited.

“Cause” has the meaning ascribed to such term in the Employment Agreement.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Code” means the internal Revenue Code of 1986, as amended.

“Committee” has the meaning ascribed to such term in the Plan.

“Company” is defined in the preamble.

“Disability” has the meaning ascribed to such term in the Employment Agreement.

“Effective Date” is defined in the preamble.

“Effective Time” has the meaning ascribed to such term in the Merger Agreement.

“Employment Agreement” means that certain Employment Agreement, dated as of March 31, 2005, by and between American Tire Distributors, Inc. and Optionee.

“Exercise Price” is defined in Section 2.

“Fair Market Value” means the value of an Option Share calculated pursuant to Section 9(b) as of the applicable date of determination.

“Good Reason” has the meaning ascribed to such term in the Employment Agreement.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

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“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 4, 2005, by and among the Company, ATD MergerSub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC and ATD.

“Option” is defined in Section 2.

“Optionee” is defined in the preamble.

“Option Shares” is defined in Section 2.

“Participant Committee” has the meaning ascribed to such term in the Plan.

“Permitted Transferee” is defined in Section 5.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Plan” is defined in recital D.

“Repurchase Period” and “Repurchase Right” are defined in Section 9(a).

“Rollover Option” is defined in recital B.

“Series A Stock” is defined in recital C.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Optionee ceases to be employed by the Company or any Subsidiary for any reason.

“Transactions” means, collectively, the acquisition by the Company of all of the stock of, and the related refinancing of most of the outstanding debt of, ATD.

“Warrants” means the warrants issued and sold pursuant to that certain Purchase Agreement, dated as of March 25, 2005, between the Company and The 1818 Mezzanine Fund II, L.P.

2. Transfer of Rollover Option; Grant of Option. Upon the terms and subject to the conditions of this Agreement, in connection with the closing of the transactions contemplated by the Merger Agreement and immediately prior to the Effective Time:

(i) Optionee hereby assigns and transfers to the Company, and the Company hereby accepts from Optionee, the Rollover Option. Upon assignment and transfer of the Rollover Option, Optionee shall forfeit any and all rights he or she may have under the Merger Agreement or otherwise in respect of the Rollover Option.

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(ii) The Company hereby grants to Optionee the right and option (the “Option”) to purchase all or any part of 15,323 shares of Series A Stock (the “Option Shares”), at the purchase price of $15.73 per Option Share (as such amount may be adjusted, the “Exercise Price”). The Option is not intended to be, and shall not be, an incentive stock option under Section 422 of the Code. The parties hereto agree and intend that the issuance of the Option hereunder shall not be treated as “deferred compensation” within the meaning of the Code as a result of the application of Notice 2005-1 Q/A 4(d). The Option granted hereunder is intended to replace options of ATD that existed immediately prior to the acquisition of such company by the Company.

3. Exercisability. The Option is immediately exercisable.

4. Expiration. The Option shall expire on the earlier of (i) June 12, 2012, (ii) the thirtieth (30th) calendar day after the Termination Date if the Optionee resigns from the Company without Good Reason or if the Optionee is terminated for Cause by the Company, (iii) one (1) year after the Termination Date if the Optionee’s employment is terminated by reason of death or Disability and (iv) the ninetieth (90th) calendar day after the Termination Date if the Optionee resigns for Good Reason or is terminated by the Company without Cause.

5. Nontransferability. The Option shall not be transferable by the Optionee except that the Optionee may transfer the Option to (a) his or her spouse, child, estate, personal representative, heir or successor, (b) a trust for the benefit of the Optionee or his or her spouse, child or heir, or (c) a partnership or limited liability company the partners or members of which consist solely of the Optionee and/or his or her spouse, child, heir, and/or successor (each, a “Permitted Transferee”) and the Option is exercisable, during the Optionee’s lifetime, only by him or her or a Permitted Transferee, or, in the event of the Optionee’s death or Disability, his or her executor, guardian or legal representative; provided, however, that no transfer shall be permitted if such transfer is made in connection with an Internal Revenue Service “listed transaction”. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any attachment or similar process upon the Option that would otherwise effect a change in the ownership of the Option, shall terminate the Option; provided, however, that, in the case of the involuntary levy of any attachment or similar involuntary process upon the Option, the Optionee shall have thirty (30) calendar days after notice thereof to cure such levy or process before the Option terminates. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option.

6. Adjustments; Effect of Approved Sale.

(a) If the shares of Series A Stock are changed into or exchanged for a different number or kind of shares or securities as the result of any one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, stock distributions or similar events, an appropriate adjustment shall be made in the number and kind of shares subject to the

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Option, and in the Exercise Price for each share subject to the Option. No fractional interests shall be issued on account of any such adjustment unless the Committee specifically determines to the contrary, and the Committee may provide for such customary cash-in-lieu of fractional interests provisions as it deems appropriate.

(b) In the event of an Approved Sale, the Option will be subject to one of the following, as applicable: (i) in the event of an Approved Sale in which the holders of shares of Series A Stock are receiving predominantly cash proceeds, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the Option shall be automatically cancelled and the Optionee shall be entitled to receive in cash the per share consideration payable to such holders in such Approved Sale less any applicable tax withholding obligations; (ii) in the event of an Approved Sale structured as a stock-for-stock merger, exchange or similar transaction, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the Option shall automatically be converted into an option to purchase the type of securities into which the shares of Series A Stock are being converted in such Approved Sale, with appropriate adjustments to the per share Exercise Price and number of shares covered thereby based on the exchange ratio in such transaction as determined by the Committee in its discretion (subject to customary provisions for cash-in-lieu of fractional shares as and if determined appropriate by the Committee); or (iii) if neither clause (i) nor clause (ii) of this Section 6(b) is applicable, the Option shall automatically terminate as of the consummation of such Approved Sale provided that the Company has given written notice to the Optionee at least fifteen (15) calendar days prior to the consummation of such Approved Sale and afforded the Optionee the opportunity to exercise the Option (conditioned on the actual consummation of such Approved Sale) through the close of business on the day immediately preceding the scheduled date of such consummation.

7. Exercise of the Option. Prior to the expiration or termination thereof, the Optionee may exercise the Option from time to time in whole or in part. Upon electing to exercise the Option, the Optionee shall deliver to the Secretary of the Company a written and signed notice of such election setting forth the number of Option Shares the Optionee has elected to purchase and shall at the time of delivery of such notice tender cash or a cashier’s or certified bank check to the order of the Company for the full Exercise Price of such Option Shares and any amount required pursuant to Section 17 hereof; provided that the Optionee may satisfy any amount required pursuant to Section 17 hereof by having the Company withhold an equivalent amount of Option Shares upon exercise. The Committee may, in its discretion, permit payment of the Exercise Price in such other form or in such other manner as may be permissible under the Plan and under any applicable law.

8. Restrictions on Transfers of Shares Issuable Upon Exercise. Subject to Section 9 hereof, prior to the earlier of (A) one hundred eighty (180) days following an Initial Public Offering or (B) an Approved Sale, the Option Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that the Optionee may transfer the Option Shares (i) to a Permitted Transferee, as defined in Section 5, or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option Shares except a person who acquires the Option Shares pursuant to Section 4 or 5

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of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence Option Shares upon exercise of the Option hereunder shall bear a legend referring to this Agreement and the restrictions contained herein.

9. Repurchase of Option Shares.

(a) In the event that Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 9(d), have the right to purchase all or any portion of the Option Shares (the “Repurchase Right”). The purchase price for each Option Share purchased under this Section 9(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Option Shares, it shall notify Optionee, and any Permitted Transferee thereof that then holds Option Shares, at or before the end of the Repurchase Period of such election and the purchase price shall for the Option Shares to be purchased shall be paid in cash to the Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Optionee, and any Permitted Transferee thereof that then holds Option Shares, has presented to the Company a stock certificate or certificates evidencing the Option Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Optionee fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Option Shares to Optionee or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Optionee or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Option Shares for the account of Optionee, and/or his Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Option Shares. The Company may assign its rights under this Section 9(a) to ATDH or an affiliate of the Company. If Option Shares have been transferred by Optionee to a Permitted Transferee, any Option Shares purchased under this Section 9(a) shall be purchased from Optionee and any such Permitted Transferee on a pro rata basis. If, after Optionee’s termination, the Option Shares are not purchased pursuant to this Section 9(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Option Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 9(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority interest, lack of voting rights or lack of liquidity of the Option Shares) and derived from reasonable and customary valuation methodology. If such determination of the Fair Market Value is challenged by the Optionee, a mutually acceptable investment banker or appraiser shall establish the Fair Market Value as of the date of valuation referenced by the Board of Directors. The investment banker’s or appraiser’s determination shall be conclusive and binding on the Company and the Optionee. Upon request by the Optionee, the Company shall make available to the Optionee a description

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of the methodology employed by the investment banker or appraiser in making the determination of Fair Market Value, which description shall include, to the extent relevant, a listing of companies used in comparing market and transaction valuations, the range of multiples applied, and the terminal valuation, discount factor and multiples used in any discounted cash flow analysis. The Company shall bear all costs incurred in connection with the services of such investment banker or appraiser unless (i) the Fair Market Value established by such investment banker or appraiser is less than or equal to 120% but more than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company fifty percent (50%) for such costs, or (ii) the Fair Market Value established by such investment banker or appraiser is equal to or less than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company for one hundred percent (100%) of such costs. If the Optionee and the Company cannot agree upon an investment banker or appraiser, they shall each choose an investment banker or appraiser and the two shall choose a third investment banker or appraiser who shall establish the Fair Market Value.

(c) The Optionee shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Optionee continues to be employed by the Company or an affiliate thereof.

(d) In the event that (i) on the Termination Date, Optionee owns Option Shares that have not been owned by the Optionee for a period of at least six (6) months, and/or (ii) following the Termination Date, the Optionee exercises any then outstanding Option pursuant to this Agreement, with respect to all such Option Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Option Shares have been owned by Optionee for six (6) months and a day.

10. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, each Optionee who is a party to this Agreement shall agree not to sell or transfer any Option Shares (other than Option Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

11. Compliance with Legal Requirements.

(a) No Option Shares shall be issued or transferred pursuant to this Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Act”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

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(b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option. In connection with any issuance or transfer of Option Shares, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements.

12. Subject to Certificate of Incorporation. The Optionee acknowledges that the Option Shares are subject to the terms of the Certificate of Incorporation.

13. No Interest in Shares Subject to Option. Neither the Optionee nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest or privilege in or to any shares of stock allocated or reserved pursuant to the Plan or subject to this Agreement except as to such Option Shares, if any, as shall have been issued to such person upon a valid exercise of an Option or any part thereof.

14. Plan Controls. The Option hereby granted is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan as the same may be amended from time to time in accordance with the terms thereof; provided that, no such amendment shall be effective as to the Option without the Optionee’s consent insofar as it adversely affects the Optionee’s material rights under this Agreement, which consent will not be unreasonably withheld by the Optionee; and provided further that, the Participant Committee shall not have the authority to approve any amendment to this Agreement or waive any provision hereof without the Optionee’s consent.

15. Not an Employment Contract. Nothing in the Plan, this Agreement or any other instrument executed pursuant hereto or thereto shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or shall affect the right of the Company or any Subsidiary to terminate the employment of the Optionee with or without Cause.

16. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of law.

17. Taxes. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any other amount then or thereafter payable to the Optionee, requiring the Optionee to pay to the Company the amount required to be withheld or to execute such documents as the Committee deems necessary or desirable to enable it to satisfy the Company’s withholding obligations, or by any other means provided in the Plan.

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18. Capital Stock. The Company represents and warrants to Optionee that, as of the Closing Date, after giving effect to the Transactions:

(A) the authorized capital stock of the Company will consist of 3,633,000 shares of common stock, 1,816,500 shares of which will be designated as Common Stock, par value $0.01 per share (the “Common Stock”), 1,500,000 shares of which will be designated as Series A Stock, 315,000 shares of which will be designated as Series B Common Stock, $0.01 par value per share (the “Series B Stock”), and 1,500 shares of which will be designated as Series D Common Stock, $0.01 par value per share (the “Series D Stock”) and 500,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), 20,000 shares of which will be designated as 8% Cumulative Redeemable Preferred Stock, 4,500 shares of which will be designated as Series B Preferred Stock and 475,500 shares of which will not be designated;

(B) the outstanding capital stock of the Company will consist of 691,172 shares of Series A Stock, 307,328 shares of Series B Stock, 1,500 shares of Series D Stock, 20,000 shares of 8% Cumulative Redeemable Preferred Stock and 4,500 shares of Series B Preferred Stock;

(C) no shares of Common Stock will be outstanding;

(D) all of the outstanding shares of capital stock of the Company will be duly authorized and validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights;

(E) there will be no outstanding (i) options, warrants or other rights to purchase from the Company, (ii) agreements or other obligations of the Company to issue or (iii) other rights to convert any obligation into, or exchange any securities of, shares of capital stock of, or other equity securities of, the Company, other than the Warrants, options to purchase up to approximately 16% of the aggregate number of shares of all series of common stock of the Company on a fully diluted basis and as set forth in the Certificate of Incorporation; and

(F) the Warrants will be exercisable for 2.14% of the aggregate number of shares of all series of common stock of the Company outstanding and issuable upon exercise of the Warrants as of such date.

19. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

c/o Investcorp International Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Attention: Donald Hardie

Fax: (212) 329-6729

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With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue, 47th Floor

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to the Optionee to the address set forth below the Optionee’s signature below.

20. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by the party to be charged.

21. Entire Agreement. This Agreement, together with the Plan, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

22. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

23. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

24. Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

25. Further Assurances. Optionee shall cooperate and take such action as may be reasonably requested by the Company in order to carry out the provisions and purposes of this Agreement.

26. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

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27. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

28. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

OPTIONEE:
/s/ Richard P. Johnson
Name: Richard P. Johnson
Address:
18816 ___________________________ Lane
____________________ NC 28031
Facsimile:	(        )

Accepted and agreed to for purposes of Section 9 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name:	The Director Ltd.
Title:	Director

EX-10.48

Exhibit 10.48

ROLLOVER STOCK OPTION AGREEMENT

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”).

RECITALS

A. Pursuant to that certain Stock Option Agreement, dated June 12, 2002 (the “ATD Option Agreement”), between Optionee and American Tire Distributors, Inc., a Delaware corporation (“ATD”), Optionee was granted a non-qualified option to purchase shares of Common Stock, par value $0.01 per share, of ATD (“ATD Stock”).

B. Optionee desires to assign and transfer to the Company its entire right and option to purchase 114,735 shares of ATD Stock under the ATD Option Agreement (the “Rollover Option”) immediately prior to the Effective Time.

C. In connection with the acquisition of ATD by the Company, the Company is willing to grant Optionee, in exchange for the assignment and transfer to the Company of the Rollover Option, a non-qualified option to purchase shares of Series A Common Stock, $0.01 par value per share, of the Company (the “Series A Stock”) subject to the terms and conditions of the Plan (as defined below) and this Agreement.

D. The Company has adopted the 2005 Management Stock Incentive Plan (the “Plan”), a copy of which has been provided to the Optionee.

AGREEMENTS

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” is defined in Section 1l(a).

“Agreement” means this Rollover Stock Option Agreement.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATD” is defined in recital A.

“ATD Option Agreement” is defined in recital A.

“ATD Stock” is defined in recital A.

“ATDH” means ATD Holdings Limited.

“Cause” has the meaning ascribed to such term in the Employment Agreement.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” has the meaning ascribed to such term in the Plan.

“Company” is defined in the preamble.

“Disability” has the meaning ascribed to such term in the Employment Agreement.

“Effective Date” is defined in the preamble.

“Effective Time” has the meaning ascribed to such term in the Merger Agreement.

“Employment Agreement” means that certain Employment Agreement, dated as of March 31, 2005, by and between American Tire Distributors, Inc. and Optionee.

“Exercise Price” is defined in Section 2.

“Fair Market Value” means the value of an Option Share calculated pursuant to Section 9(b) as of the applicable date of determination.

“Good Reason” has the meaning ascribed to such term in the Employment Agreement.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

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“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 4, 2005, by and among the Company, ATD MergerSub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC and ATD.

“Option” is defined in Section 2.

“Optionee” is defined in the preamble.

“Option Shares” is defined in Section 2.

“Participant Committee” has the meaning ascribed to such term in the Plan.

“Permitted Transferee” is defined in Section 5.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Plan” is defined in recital D.

“Repurchase Period” and “Repurchase Right” are defined in Section 9(a).

“Rollover Option” is defined in recital B.

“Series A Stock” is defined in recital C.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Optionee ceases to be employed by the Company or any Subsidiary for any reason.

“Transactions” means, collectively, the acquisition by the Company of all of the stock of, and the related refinancing of most of the outstanding debt of, ATD.

“Warrants” means the warrants issued and sold pursuant to that certain Purchase Agreement, dated as of March 25, 2005, between the Company and The 1818 Mezzanine Fund II, L.P.

2. Transfer of Rollover Option; Grant of Option. Upon the terms and subject to the conditions of this Agreement, in connection with the closing of the transactions contemplated by the Merger Agreement and immediately prior to the Effective Time:

(i) Optionee hereby assigns and transfers to the Company, and the Company hereby accepts from Optionee, the Rollover Option. Upon assignment and transfer of the Rollover Option, Optionee shall forfeit any and all rights he or she may have under the Merger Agreement or otherwise in respect of the Rollover Option.

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(ii) The Company hereby grants to Optionee the right and option (the “Option”) to purchase all or any part of 10,215 shares of Series A Stock (the “Option Shares”), at the purchase price of $15.73 per Option Share (as such amount may be adjusted, the “Exercise Price”). The Option is not intended to be, and shall not be, an incentive stock option under Section 422 of the Code. The parties hereto agree and intend that the issuance of the Option hereunder shall not be treated as “deferred compensation” within the meaning of the Code as a result of the application of Notice 2005-1 Q/A 4(d). The Option granted hereunder is intended to replace options of ATD that existed immediately prior to the acquisition of such company by the Company.

3. Exercisability. The Option is immediately exercisable.

4. Expiration. The Option shall expire on the earlier of (i) June 12, 2012, (ii) the thirtieth (30th) calendar day after the Termination Date if the Optionee resigns from the Company without Good Reason or if the Optionee is terminated for Cause by the Company, (iii) one (1) year after the Termination Date if the Optionee’s employment is terminated by reason of death or Disability and (iv) the ninetieth (90th) calendar day after the Termination Date if the Optionee resigns for Good Reason or is terminated by the Company without Cause.

5. Nontransferability. The Option shall not be transferable by the Optionee except that the Optionee may transfer the Option to (a) his or her spouse, child, estate, personal representative, heir or successor, (b) a trust for the benefit of the Optionee or his or her spouse, child or heir, or (c) a partnership or limited liability company the partners or members of which consist solely of the Optionee and/or his or her spouse, child, heir, and/or successor (each, a “Permitted Transferee”) and the Option is exercisable, during the Optionee’s lifetime, only by him or her or a Permitted Transferee, or, in the event of the Optionee’s death or Disability, his or her executor, guardian or legal representative; provided, however, that no transfer shall be permitted if such transfer is made in connection with an Internal Revenue Service “listed transaction”. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any attachment or similar process upon the Option that would otherwise effect a change in the ownership of the Option, shall terminate the Option; provided, however, that, in the case of the involuntary levy of any attachment or similar involuntary process upon the Option, the Optionee shall have thirty (30) calendar days after notice thereof to cure such levy or process before the Option terminates. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option.

6. Adjustments; Effect of Approved Sale.

(a) If the shares of Series A Stock are changed into or exchanged for a different number or kind of shares or securities as the result of any one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, stock distributions or similar events, an appropriate adjustment shall be made in the number and kind of shares subject to the

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Option, and in the Exercise Price for each share subject to the Option. No fractional interests shall be issued on account of any such adjustment unless the Committee specifically determines to the contrary, and the Committee may provide for such customary cash-in-lieu of fractional interests provisions as it deems appropriate.

(b) In the event of an Approved Sale, the Option will be subject to one of the following, as applicable: (i) in the event of an Approved Sale in which the holders of shares of Series A Stock are receiving predominantly cash proceeds, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the Option shall be automatically cancelled and the Optionee shall be entitled to receive in cash the per share consideration payable to such holders in such Approved Sale less any applicable tax withholding obligations; (ii) in the event of an Approved Sale structured as a stock-for-stock merger, exchange or similar transaction, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the Option shall automatically be converted into an option to purchase the type of securities into which the shares of Series A Stock are being converted in such Approved Sale, with appropriate adjustments to the per share Exercise Price and number of shares covered thereby based on the exchange ratio in such transaction as determined by the Committee in its discretion (subject to customary provisions for cash-in-lieu of fractional shares as and if determined appropriate by the Committee); or (iii) if neither clause (i) nor clause (ii) of this Section 6(b) is applicable, the Option shall automatically terminate as of the consummation of such Approved Sale provided that the Company has given written notice to the Optionee at least fifteen (15) calendar days prior to the consummation of such Approved Sale and afforded the Optionee the opportunity to exercise the Option (conditioned on the actual consummation of such Approved Sale) through the close of business on the day immediately preceding the scheduled date of such consummation.

7. Exercise of the Option. Prior to the expiration or termination thereof, the Optionee may exercise the Option from time to time in whole or in part. Upon electing to exercise the Option, the Optionee shall deliver to the Secretary of the Company a written and signed notice of such election setting forth the number of Option Shares the Optionee has elected to purchase and shall at the time of delivery of such notice tender cash or a cashier’s or certified bank check to the order of the Company for the full Exercise Price of such Option Shares and any amount required pursuant to Section 17 hereof; provided that the Optionee may satisfy any amount required pursuant to Section 17 hereof by having the Company withhold an equivalent amount of Option Shares upon exercise. The Committee may, in its discretion, permit payment of the Exercise Price in such other form or in such other manner as may be permissible under the Plan and under any applicable law.

8. Restrictions on Transfers of Shares Issuable Upon Exercise. Subject to Section 9 hereof, prior to the earlier of (A) one hundred eighty (180) days following an Initial Public Offering or (B) an Approved Sale, the Option Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that the Optionee may transfer the Option Shares (i) to a Permitted Transferee, as defined in Section 5, or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option Shares except a person who acquires the Option Shares pursuant to Section 4 or 5

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of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence Option Shares upon exercise of the Option hereunder shall bear a legend referring to this Agreement and the restrictions contained herein.

9. Repurchase of Option Shares.

(a) In the event that Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 9(d), have the right to purchase all or any portion of the Option Shares (the “Repurchase Right”). The purchase price for each Option Share purchased under this Section 9(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Option Shares, it shall notify Optionee, and any Permitted Transferee thereof that then holds Option Shares, at or before the end of the Repurchase Period of such election and the purchase price shall for the Option Shares to be purchased shall be paid in cash to the Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Optionee, and any Permitted Transferee thereof that then holds Option Shares, has presented to the Company a stock certificate or certificates evidencing the Option Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Optionee fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Option Shares to Optionee or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Optionee or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Option Shares for the account of Optionee, and/or his Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Option Shares. The Company may assign its rights under this Section 9(a) to ATDH or an affiliate of the Company. If Option Shares have been transferred by Optionee to a Permitted Transferee, any Option Shares purchased under this Section 9(a) shall be purchased from Optionee and any such Permitted Transferee on a pro rata basis. If, after Optionee’s termination, the Option Shares are not purchased pursuant to this Section 9(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Option Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 9(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority interest, lack of voting rights or lack of liquidity of the Option Shares) and derived from reasonable and customary valuation methodology. If such determination of the Fair Market Value is challenged by the Optionee, a mutually acceptable investment banker or appraiser shall establish the Fair Market Value as of the date of valuation referenced by the Board of Directors. The investment banker’s or appraiser’s determination shall be conclusive and binding on the Company and the Optionee. Upon request by the Optionee, the Company shall make available to the Optionee a description

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of the methodology employed by the investment banker or appraiser in making the determination of Fair Market Value, which description shall include, to the extent relevant, a listing of companies used in comparing market and transaction valuations, the range of multiples applied, and the terminal valuation, discount factor and multiples used in any discounted cash flow analysis. The Company shall bear all costs incurred in connection with the services of such investment banker or appraiser unless (i) the Fair Market Value established by such investment banker or appraiser is less than or equal to 120% but more than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company fifty percent (50%) for such costs, or (ii) the Fair Market Value established by such investment banker or appraiser is equal to or less than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company for one hundred percent (100%) of such costs. If the Optionee and the Company cannot agree upon an investment banker or appraiser, they shall each choose an investment banker or appraiser and the two shall choose a third investment banker or appraiser who shall establish the Fair Market Value.

(c) The Optionee shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Optionee continues to be employed by the Company or an affiliate thereof.

(d) In the event that (i) on the Termination Date, Optionee owns Option Shares that have not been owned by the Optionee for a period of at least six (6) months, and/or (ii) following the Termination Date, the Optionee exercises any then outstanding Option pursuant to this Agreement, with respect to all such Option Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Option Shares have been owned by Optionee for six (6) months and a day.

10. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, each Optionee who is a party to this Agreement shall agree not to sell or transfer any Option Shares (other than Option Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

11. Compliance with Legal Requirements.

(a) No Option Shares shall be issued or transferred pursuant to this Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Act”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

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(b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option. In connection with any issuance or transfer of Option Shares, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements.

12. Subject to Certificate of Incorporation. The Optionee acknowledges that the Option Shares are subject to the terms of the Certificate of Incorporation.

13. No Interest in Shares Subject to Option. Neither the Optionee nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest or privilege in or to any shares of stock allocated or reserved pursuant to the Plan or subject to this Agreement except as to such Option Shares, if any, as shall have been issued to such person upon a valid exercise of an Option or any part thereof.

14. Plan Controls. The Option hereby granted is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan as the same may be amended from time to time in accordance with the terms thereof; provided that, no such amendment shall be effective as to the Option without the Optionee’s consent insofar as it adversely affects the Optionee’s material rights under this Agreement, which consent will not be unreasonably withheld by the Optionee; and provided further that, the Participant Committee shall not have the authority to approve any amendment to this Agreement or waive any provision hereof without the Optionee’s consent.

15. Not an Employment Contract. Nothing in the Plan, this Agreement or any other instrument executed pursuant hereto or thereto shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or shall affect the right of the Company or any Subsidiary to terminate the employment of the Optionee with or without Cause.

16. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of law.

17. Taxes. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any other amount then or thereafter payable to the Optionee, requiring the Optionee to pay to the Company the amount required to be withheld or to execute such documents as the Committee deems necessary or desirable to enable it to satisfy the Company’s withholding obligations, or by any other means provided in the Plan.

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18. Capital Stock. The Company represents and warrants to Optionee that, as of the Closing Date, after giving effect to the Transactions:

(A) the authorized capital stock of the Company will consist of 3,633,000 shares of common stock, 1,816,500 shares of which will be designated as Common Stock, par value $0.01 per share (the “Common Stock”). 1,500,000 shares of which will be designated as Series A Stock, 315,000 shares of which will be designated as Series B Common Stock, $0.01 par value per share (the “Series B Stock”), and 1,500 shares of which will be designated as Series D Common Stock, $0.01 par value per share (the “Series D Stock”) and 500,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), 20,000 shares of which will be designated as 8% Cumulative Redeemable Preferred Stock, 4,500 shares of which will be designated as Series B Preferred Stock and 475,500 shares of which will not be designated;

(B) the outstanding capital stock of the Company will consist of 691,172 shares of Series A Stock, 307,328 shares of Series B Stock, 1,500 shares of Series D Stock, 20,000 shares of 8% Cumulative Redeemable Preferred Stock and 4,500 shares of Series B Preferred Stock;

(C) no shares of Common Stock will be outstanding;

(D) all of the outstanding shares of capital stock of the Company will be duly authorized and validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights;

(E) there will be no outstanding (i) options, warrants or other rights to purchase from the Company, (ii) agreements or other obligations of the Company to issue or (iii) other rights to convert any obligation into, or exchange any securities of, shares of capital stock of, or other equity securities of, the Company, other than the Warrants, options to purchase up to approximately 16% of the aggregate number of shares of all series of common stock of the Company on a fully diluted basis and as set forth in the Certificate of Incorporation; and

(F) the Warrants will be exercisable for 2.14% of the aggregate number of shares of all series of common stock of the Company outstanding and issuable upon exercise of the Warrants as of such date.

19. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

c/o Investcorp International Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Attention: Donald Hardie

Fax: (212) 329-6729

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With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue, 47th Floor

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to the Optionee to the address set forth below the Optionee’s signature below.

20. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by the party to be charged.

21. Entire Agreement. This Agreement, together with the Plan, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

22. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

23. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

24. Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

25. Further Assurances. Optionee shall cooperate and take such action as may be reasonably requested by the Company in order to carry out the provisions and purposes of this Agreement.

26. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

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27. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

28. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President
OPTIONEE:
/s/ William E. Berry
Name:	William E. Berry
Address:
19016 Wildcat Trail
Davidson NC 28036

Facsimile: (        )

Accepted and agreed to for purposes of Section 9 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name:	The Director Ltd.
Title:	Director

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EX-10.49

Exhibit 10.49

ROLLOVER STOCK OPTION AGREEMENT

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 J. Michael Gaither (the “Optionee”).

RECITALS

A. Pursuant to that certain Stock Option Agreement, dated June 12, 2002 (the “ATD Option Agreement”), between Optionee and American Tire Distributors, Inc., a Delaware corporation (“ATD”), Optionee was granted a non-qualified option to purchase shares of Common Stock, par value $0.01 per share, of ATD (“ATD Stock”).

B. Optionee desires to assign and transfer to the Company its entire right and option to purchase 86,051 shares of ATD Stock under the ATD Option Agreement (the “Rollover Option”) immediately prior to the Effective Time.

C. In connection with the acquisition of ATD by the Company, the Company is willing to grant Optionee, in exchange for the assignment and transfer to the Company of the Rollover Option, a non-qualified option to purchase shares of Series A Common Stock, $0.01 par value per share, of the Company (the “Series A Stock”) subject to the terms and conditions of the Plan (as defined below) and this Agreement.

D. The Company has adopted the 2005 Management Stock Incentive Plan (the “Plan”), a copy of which has been provided to the Optionee.

AGREEMENTS

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” is defined in Section 1l(a).

“Agreement” means this Rollover Stock Option Agreement.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATD” is defined in recital A.

“ATD Option Agreement” is defined in recital A.

“ATD Stock” is defined in recital A.

“ATDH” means ATD Holdings Limited.

“Cause” has the meaning ascribed to such term in the Employment Agreement.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” has the meaning ascribed to such term in the Plan.

“Company” is defined in the preamble.

“Disability” has the meaning ascribed to such term in the Employment Agreement.

“Effective Date” is defined in the preamble.

“Effective Time” has the meaning ascribed to such term in the Merger Agreement.

“Employment Agreement” means that certain Employment Agreement, dated as of March 31, 2005, by and between American Tire Distributors, Inc. and Optionee.

“Exercise Price” is defined in Section 2.

“Fair Market Value” means the value of an Option Share calculated pursuant to Section 9(b) as of the applicable date of determination.

“Good Reason” has the meaning ascribed to such term in the Employment Agreement.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

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“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 4, 2005, by and among the Company, ATD MergerSub, Inc., Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Capital Partners, LLC and ATD.

“Option” is defined in Section 2.

“Optionee” is defined in the preamble.

“Option Shares” is defined in Section 2.

“Participant Committee” has the meaning ascribed to such term in the Plan.

“Permitted Transferee” is defined in Section 5.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Plan” is defined in recital D.

“Repurchase Period” and “Repurchase Right” are defined in Section 9(a).

“Rollover Option” is defined in recital B.

“Series A Stock” is defined in recital C.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Optionee ceases to be employed by the Company or any Subsidiary for any reason.

“Transactions” means, collectively, the acquisition by the Company of all of the stock of, and the related refinancing of most of the outstanding debt of, ATD.

“Warrants” means the warrants issued and sold pursuant to that certain Purchase Agreement, dated as of March 25, 2005, between the Company and The 1818 Mezzanine Fund II, L.P.

2. Transfer of Rollover Option; Grant of Option. Upon the terms and subject to the conditions of this Agreement, in connection with the closing of the transactions contemplated by the Merger Agreement and immediately prior to the Effective Time:

(i) Optionee hereby assigns and transfers to the Company, and the Company hereby accepts from Optionee, the Rollover Option. Upon assignment and transfer of the Rollover Option, Optionee shall forfeit any and all rights he or she may have under the Merger Agreement or otherwise in respect of the Rollover Option.

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(ii) The Company hereby grants to Optionee the right and option (the “Option”) to purchase all or any part of 7,661 shares of Series A Stock (the “Option Shares”), at the purchase price of $15.73 per Option Share (as such amount may be adjusted, the “Exercise Price”). The Option is not intended to be, and shall not be, an incentive stock option under Section 422 of the Code. The parties hereto agree and intend that the issuance of the Option hereunder shall not be treated as “deferred compensation” within the meaning of the Code as a result of the application of Notice 2005-1 Q/A 4(d). The Option granted hereunder is intended to replace options of ATD that existed immediately prior to the acquisition of such company by the Company.

3. Exercisability. The Option is immediately exercisable.

4. Expiration. The Option shall expire on the earlier of (i) June 12, 2012, (ii) the thirtieth (30th) calendar day after the Termination Date if the Optionee resigns from the Company without Good Reason or if the Optionee is terminated for Cause by the Company, (iii) one (1) year after the Termination Date if the Optionee’s employment is terminated by reason of death or Disability and (iv) the ninetieth (90th) calendar day after the Termination Date if the Optionee resigns for Good Reason or is terminated by the Company without Cause.

5. Nontransferability. The Option shall not be transferable by the Optionee except that the Optionee may transfer the Option to (a) his or her spouse, child, estate, personal representative, heir or successor, (b) a trust for the benefit of the Optionee or his or her spouse, child or heir, or (c) a partnership or limited liability company the partners or members of which consist solely of the Optionee and/or his or her spouse, child, heir, and/or successor (each, a “Permitted Transferee”) and the Option is exercisable, during the Optionee’s lifetime, only by him or her or a Permitted Transferee, or, in the event of the Optionee’s death or Disability, his or her executor, guardian or legal representative; provided, however, that no transfer shall be permitted if such transfer is made in connection with an Internal Revenue Service “listed transaction”. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any attachment or similar process upon the Option that would otherwise effect a change in the ownership of the Option, shall terminate the Option; provided, however, that, in the case of the involuntary levy of any attachment or similar involuntary process upon the Option, the Optionee shall have thirty (30) calendar days after notice thereof to cure such levy or process before the Option terminates. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option.

6. Adjustments; Effect of Approved Sale.

(a) If the shares of Series A Stock are changed into or exchanged for a different number or kind of shares or securities as the result of any one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, stock distributions or similar events, an appropriate adjustment shall be made in the number and kind of shares subject to the

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Option, and in the Exercise Price for each share subject to the Option. No fractional interests shall be issued on account of any such adjustment unless the Committee specifically determines to the contrary, and the Committee may provide for such customary cash-in-lieu of fractional interests provisions as it deems appropriate.

(b) In the event of an Approved Sale, the Option will be subject to one of the following, as applicable: (i) in the event of an Approved Sale in which the holders of shares of Series A Stock are receiving predominantly cash proceeds, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the Option shall be automatically cancelled and the Optionee shall be entitled to receive in cash the per share consideration payable to such holders in such Approved Sale less any applicable tax withholding obligations; (ii) in the event of an Approved Sale structured as a stock-for-stock merger, exchange or similar transaction, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the Option shall automatically be converted into an option to purchase the type of securities into which the shares of Series A Stock are being converted in such Approved Sale, with appropriate adjustments to the per share Exercise Price and number of shares covered thereby based on the exchange ratio in such transaction as determined by the Committee in its discretion (subject to customary provisions for cash-in-lieu of fractional shares as and if determined appropriate by the Committee); or (iii) if neither clause (i) nor clause (ii) of this Section 6(b) is applicable, the Option shall automatically terminate as of the consummation of such Approved Sale provided that the Company has given written notice to the Optionee at least fifteen (15) calendar days prior to the consummation of such Approved Sale and afforded the Optionee the opportunity to exercise the Option (conditioned on the actual consummation of such Approved Sale) through the close of business on the day immediately preceding the scheduled date of such consummation.

7. Exercise of the Option. Prior to the expiration or termination thereof, the Optionee may exercise the Option from time to time in whole or in part. Upon electing to exercise the Option, the Optionee shall deliver to the Secretary of the Company a written and signed notice of such election setting forth the number of Option Shares the Optionee has elected to purchase and shall at the time of delivery of such notice tender cash or a cashier’s or certified bank check to the order of the Company for the full Exercise Price of such Option Shares and any amount required pursuant to Section 17 hereof; provided that the Optionee may satisfy any amount required pursuant to Section 17 hereof by having the Company withhold an equivalent amount of Option Shares upon exercise. The Committee may, in its discretion, permit payment of the Exercise Price in such other form or in such other manner as may be permissible under the Plan and under any applicable law.

8. Restrictions on Transfers of Shares Issuable Upon Exercise. Subject to Section 9 hereof, prior to the earlier of (A) one hundred eighty (180) days following an Initial Public Offering or (B) an Approved Sale, the Option Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that the Optionee may transfer the Option Shares (i) to a Permitted Transferee, as defined in Section 5, or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option Shares except a person who acquires the Option Shares pursuant to Section 4 or 5

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of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence Option Shares upon exercise of the Option hereunder shall bear a legend referring to this Agreement and the restrictions contained herein.

9. Repurchase of Option Shares.

(a) In the event that Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 9(d), have the right to purchase all or any portion of the Option Shares (the “Repurchase Right”). The purchase price for each Option Share purchased under this Section 9(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Option Shares, it shall notify Optionee, and any Permitted Transferee thereof that then holds Option Shares, at or before the end of the Repurchase Period of such election and the purchase price shall for the Option Shares to be purchased shall be paid in cash to the Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Optionee, and any Permitted Transferee thereof that then holds Option Shares, has presented to the Company a stock certificate or certificates evidencing the Option Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Optionee fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Option Shares to Optionee or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Optionee or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Option Shares for the account of Optionee, and/or his Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Option Shares. The Company may assign its rights under this Section 9(a) to ATDH or an affiliate of the Company. If Option Shares have been transferred by Optionee to a Permitted Transferee, any Option Shares purchased under this Section 9(a) shall be purchased from Optionee and any such Permitted Transferee on a pro rata basis. If, after Optionee’s termination, the Option Shares are not purchased pursuant to this Section 9(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Option Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 9(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority interest, lack of voting rights or lack of liquidity of the Option Shares) and derived from reasonable and customary valuation methodology. If such determination of the Fair Market Value is challenged by the Optionee, a mutually acceptable investment banker or appraiser shall establish the Fair Market Value as of the date of valuation referenced by the Board of Directors. The investment banker’s or appraiser’s determination shall be conclusive and binding on the Company and the Optionee. Upon request by the Optionee, the Company shall make available to the Optionee a description

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of the methodology employed by the investment banker or appraiser in making the determination of Fair Market Value, which description shall include, to the extent relevant, a listing of companies used in comparing market and transaction valuations, the range of multiples applied, and the terminal valuation, discount factor and multiples used in any discounted cash flow analysis. The Company shall bear all costs incurred in connection with the services of such investment banker or appraiser unless (i) the Fair Market Value established by such investment banker or appraiser is less than or equal to 120% but more than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company fifty percent (50%) for such costs, or (ii) the Fair Market Value established by such investment banker or appraiser is equal to or less than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company for one hundred percent (100%) of such costs. If the Optionee and the Company cannot agree upon an investment banker or appraiser, they shall each choose an investment banker or appraiser and the two shall choose a third investment banker or appraiser who shall establish the Fair Market Value.

(c) The Optionee shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Optionee continues to be employed by the Company or an affiliate thereof.

(d) In the event that (i) on the Termination Date, Optionee owns Option Shares that have not been owned by the Optionee for a period of at least six (6) months, and/or (ii) following the Termination Date, the Optionee exercises any then outstanding Option pursuant to this Agreement, with respect to all such Option Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Option Shares have been owned by Optionee for six (6) months and a day.

10. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, each Optionee who is a party to this Agreement shall agree not to sell or transfer any Option Shares (other than Option Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

11. Compliance with Legal Requirements.

(a) No Option Shares shall be issued or transferred pursuant to this Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Act”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

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(b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option. In connection with any issuance or transfer of Option Shares, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements.

12. Subject to Certificate of Incorporation. The Optionee acknowledges that the Option Shares are subject to the terms of the Certificate of Incorporation.

13. No Interest in Shares Subject to Option. Neither the Optionee nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest or privilege in or to any shares of stock allocated or reserved pursuant to the Plan or subject to this Agreement except as to such Option Shares, if any, as shall have been issued to such person upon a valid exercise of an Option or any part thereof.

14. Plan Controls. The Option hereby granted is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan as the same may be amended from time to time in accordance with the terms thereof; provided that, no such amendment shall be effective as to the Option without the Optionee’s consent insofar as it adversely affects the Optionee’s material rights under this Agreement, which consent will not be unreasonably withheld by the Optionee; and provided further that, the Participant Committee shall not have the authority to approve any amendment to this Agreement or waive any provision hereof without the Optionee’s consent.

15. Not an Employment Contract. Nothing in the Plan, this Agreement or any other instrument executed pursuant hereto or thereto shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or shall affect the right of the Company or any Subsidiary to terminate the employment of the Optionee with or without Cause.

16. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of law.

17. Taxes. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any other amount then or thereafter payable to the Optionee, requiring the Optionee to pay to the Company the amount required to be withheld or to execute such documents as the Committee deems necessary or desirable to enable it to satisfy the Company’s withholding obligations, or by any other means provided in the Plan.

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18. Capital Stock. The Company represents and warrants to Optionee that, as of the Closing Date, after giving effect to the Transactions:

(A) the authorized capital stock of the Company will consist of 3,633,000 shares of common stock, 1,816,500 shares of which will be designated as Common Stock, par value $0.01 per share (the “Common Stock”), 1,500,000 shares of which will be designated as Series A Stock, 315,000 shares of which will be designated as Series B Common Stock, $0.01 par value per share (the “Series B Stock”), and 1,500 shares of which will be designated as Series D Common Stock, $0.01 par value per share (the “Series D Stock”) and 500,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), 20,000 shares of which will be designated as 8% Cumulative Redeemable Preferred Stock, 4,500 shares of which will be designated as Series B Preferred Stock and 475,500 shares of which will not be designated;

(B) the outstanding capital stock of the Company will consist of 691,172 shares of Series A Stock, 307,328 shares of Series B Stock, 1,500 shares of Series D Stock, 20,000 shares of 8% Cumulative Redeemable Preferred Stock and 4,500 shares of Series B Preferred Stock;

(C) no shares of Common Stock will be outstanding;

(D) all of the outstanding shares of capital stock of the Company will be duly authorized and validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights;

(E) there will be no outstanding (i) options, warrants or other rights to purchase from the Company, (ii) agreements or other obligations of the Company to issue or (iii) other rights to convert any obligation into, or exchange any securities of, shares of capital stock of, or other equity securities of, the Company, other than the Warrants, options to purchase up to approximately 16% of the aggregate number of shares of all series of common stock of the Company on a fully diluted basis and as set forth in the Certificate of Incorporation; and

(F) the Warrants will be exercisable for 2.14% of the aggregate number of shares of all series of common stock of the Company outstanding and issuable upon exercise of the Warrants as of such date.

19. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

c/o Investcorp International Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Attention: Donald Hardie

Fax: (212) 329-6729

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With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue, 47th Floor

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to the Optionee to the address set forth below the Optionee’s signature below.

20. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by the party to be charged.

21. Entire Agreement. This Agreement, together with the Plan, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

22. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

23. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

24. Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

25. Further Assurances. Optionee shall cooperate and take such action as may be reasonably requested by the Company in order to carry out the provisions and purposes of this Agreement.

26. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

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27. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses.

28. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President
OPTIONEE:
	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Address:
	____________________________ Court
	Charlotte, NC 28210
	_________________________________
Facsimile: (          )

Accepted and agreed to for purposes of Section 9 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name:	The Director Ltd.
Title:	Director

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EX-10.50

Exhibit 10.50

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Scott A. Deininger (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 472 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

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“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $99,828.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an

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affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

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(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

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With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares. The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

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16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Scott A. Deininger

Name: Scott A. Deininger

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.51

Exhibit 10.51

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Keith Calcagno (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 472 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

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“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $99,828.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

3

cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Keith Calcagno

Name: Keith Calcagno

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.52

Exhibit 10.52

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Daniel K. Brown (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 2,364 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

2

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $499,986.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an

3

affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

4

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

5

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares. The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

6

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Daniel K. Brown

Name: Daniel K. Brown

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.53

Exhibit 10.53

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Philip E. Marrett (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 2,364 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

2

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $499,986.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an

3

affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

4

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

5

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares. The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

6

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:
Title:

BUYER:

/s/ Philip Marrett

Name: Philip E. Marrett

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

8

EX-10.54

Exhibit 10.54

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Thomas D. Gibson (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

2

“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

3

cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

4

Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Thomas D. Gibson

Name: Thomas D. Gibson

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.55

Exhibit 10.55

STOCK PURCHASE AGREEMENT

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”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

2

“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

3

cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Thomas L. Dawson

Name: Thomas L. Dawson

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.56

Exhibit 10.56

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Lawrence B. Stoddard (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

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“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

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cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

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or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

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acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Lawrence B. Stoddard

Name: Lawrence B. Stoddard

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.58

Exhibit 10.58

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among Leon J. Sawyer (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

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“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

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cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ Leon J. Sawyer

Name: Leon J. Sawyer

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.59

Exhibit 10.59

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among George J. Bender (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

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“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

3

cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ George Bender

Name: George J. Bender

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.60

Exhibit 10.60

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among James Gill (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

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“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

3

cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ James Gill

Name: James Gill

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

EX-10.61

Exhibit 10.61

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of March 31, 2005 (the “Effective Date”) by and among James D. Matthews (“Buyer”) and American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Buyer is an employee of the Company or a Subsidiary thereof, and desires to acquire an equity interest in the Company.

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to Buyer, 236 shares (the “Shares”) of the Company’s Series A Common Stock, $0.01 par value per share (the “Series A Stock”).

C. Buyer desires to grant certain rights to the Company and the Company desires to assume certain obligations with respect to the Shares.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Agreement” is defined in the Preamble.

“Approved Sale” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company).

“ATDH” means ATD Holdings Limited.

“Buyer” is defined in the Preamble.

“Cause” means that Buyer (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has committed an act of fraud or dishonesty which is injurious to the Company or any Subsidiary; (iii) has willfully and continually refused to perform

his duties with the Company or any Subsidiary; or (iv) has engaged in misconduct that is materially injurious to the Company or any Subsidiary.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time.

“Closing Date” means March 31, 2005.

“Company” is defined in the Preamble.

“Cost” equals $211.50 per share (subject to adjustment pursuant to Section 10).

“Effective Date” is defined in the Preamble.

“Fair Market Value” means the value of a Share, as of the applicable determination date, determined pursuant to Section 4(b).

“Fiscal Year” means the fiscal year of the Company.

“Good Reason” means (i) a change in Buyer’s position or the assignment to Buyer of duties constituting a material diminution in Buyer’s position, duties or responsibilities compared with Buyer’s position, duties or responsibilities with the Company or any Subsidiary on the Effective Date; or (ii) a reduction of Buyer’s base salary as in effect from time to time.

“Initial Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or national securities system.

“Initial Stockholder” means, collectively, ATDH and any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering.

“Permitted Transferee” is defined in Section 3.

“Person” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.

“Purchase Price” is defined in Section 2.

“Repurchase Period” and “Repurchase Right” are defined in Section 4(a).

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“Series A Stock” is defined in the Recitals.

“Shares” is defined in the Recitals.

“Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits.

“Termination Date” means the date on which the Buyer ceases to be employed by the Company or any Subsidiary for any reason.

2. Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, the Company hereby issues and sells to Buyer, and Buyer hereby purchases and accepts from the Company, the Shares in exchange for a purchase price of $211.50 per Share, or an aggregate of $49,914.00 (the “Purchase Price”). Buyer has delivered the Purchase Price to the Company. The Company has delivered to Buyer a stock certificate representing the Shares.

3. Restrictions on Transfers of Shares; Permitted Transferees. Subject to Section 4 hereof, prior to the earlier of (a) one hundred eighty (180) calendar days following an Initial Public Offering or (b) an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that Buyer may transfer the Shares (i) to his spouse, child, estate, personal representative, heir or successor or to a trust for the benefit of Buyer or his spouse, child or heir or to a partnership or limited liability company the partners or members of which consist solely of Buyer and/or his spouse, child, heir and/or successor (a “Permitted Transferee”), or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Shares except a person who acquires the Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence the Shares shall bear a legend referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in

3

cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

(b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right.

(c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any affiliate thereof.

(d) In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Shares have been owned by Buyer for six (6) months and a day.

5. Representations of the Company. The Company represents and warrants to Buyer that the following statements are true, complete and correct as of the Effective Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement.

(b) This Agreement constitutes a legal, valid and binding obligation of the Company and has been authorized and approved by all necessary corporate action.

(c) The Shares are duly and validly authorized and issued and fully paid and non-assessable.

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Except for the representations and warranties expressly set forth in this Section 5, the Company is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

6. Representations and Acknowledgments of Buyer.

(a) Buyer represents and warrants to the Company that the following statements are true, complete and correct as of the Effective Date:

(i) Buyer is acquiring the Shares for investment for his or her own account and without a view to further distribution of the Shares.

(ii) Buyer is an employee of the Company or a Subsidiary and has been given access to all information necessary to make an investment decision as to the Shares.

(iii) This Agreement constitutes a legal, valid and binding obligation of Buyer.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer without registration under the Act pursuant to exemptions from registration thereunder. Buyer cannot transfer the Shares except pursuant to an effective registration statement or an exemption from registration under the Act.

(ii) The Series A Stock is non-voting under the Certificate of Incorporation and is subject to the other terms of the Certificate of Incorporation. Buyer has had an opportunity to review a copy of the Certificate of Incorporation.

(iii) The stock certificate(s) representing the Shares shall bear such legends as are determined appropriate by the Company.

Except for the representations and warranties expressly set forth in this Section 6, Buyer is not making any other express or implied representations or warranties with respect to the Shares or the transactions contemplated by this Agreement.

7. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.

8. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered

5

or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:

American Tire Distributors, Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Facsimile: (212) 329-6729

Attention: Donald Hardie

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Facsimile: (212) 351-4035

Attention: E. Michael Greaney, Esq.

If to Buyer to the address set forth below Buyer’s signature below.

9. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a writing signed by each of the parties hereto.

10. Recapitalizations, Exchanges, Etc. Affecting Shares; Adjustment of Cost.

(a) The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assign of the Company that may be issued in respect of, in exchange for, or in substitution of, the Shares by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise, other than an Approved Sale. Nothing herein shall prohibit or restrict the Company from taking any corporate action or engaging in any corporation transaction of any kind, including, without limitation, any merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or similar event as a result of which Buyer holds a lesser or greater number of Shares and/or other securities, the Cost shall be appropriately adjusted as determined in good faith by the Board of Directors of the Company.

11. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

6

acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

15. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

16. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

17. Not An Employment Contract. Nothing in this Agreement or any other instrument executed pursuant hereto shall confer upon Buyer any right to continue in the employ of the Company or any Subsidiary or affiliate thereof or limit the right of the Company or any Subsidiary or affiliate thereof to terminate the employment of Buyer at any time with or without Cause.

18. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

19. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

20. Expenses. Except as otherwise set forth herein, each party hereto shall bear its own expenses and taxes, if any, incurred with respect to the transactions contemplated herein.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Stock Purchase Agreement is made effective as of the Effective Date.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President

BUYER:

/s/ James Matthews

Name: James D. Matthews

Address:

Facsimile: (            ) 

Accepted and agreed to for purposes of Section 4 only:

ATD HOLDINGS LIMITED
By:	/s/ Sydney J. Coleman
Name: The Director Ltd.
Title: Director

8

EX-10.62

Exhibit 10.62

American Tire Distributors Holdings, Inc.

$51,480,000 principal amount at maturity

13.000% Senior Discount Notes due 2013

PURCHASE AGREEMENT

dated March 23, 2005

Banc of America Securities LLC

Credit Suisse First Boston LLC

Wachovia Capital Markets, LLC

PURCHASE AGREEMENT

March 23, 2005

BANC OF AMERICA SECURITIES LLC

As Representative of the several Initial

Purchasers named in Schedule A hereto

c/o Banc of America Securities LLC

9 West 57^th Street

New York, New York 10019

Ladies and Gentlemen:

Introductory. American Tire Distributors Holdings, Inc. (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $51,480,000 aggregate principal amount at maturity of the Company’s 13.000% Senior Notes due 2013 (the “Notes”). Banc of America Securities LLC has agreed to act as the representative (the “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Notes.

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.

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date substantially in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), between the Company and the Initial Purchasers, pursuant to which the Company will agree to file, within 120 days of the Closing Date, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) under the Securities Act of 1933, as amended (the “Securities Act”), which term includes the rules and regulations of the Commission promulgated thereunder.

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The Company executed a definitive merger agreement (the “Merger Agreement”) on February 4, 2005 with American Tire Distributors, Inc. (“ATD Operating Company”) and the other parties thereto. Pursuant to the terms of the Merger Agreement, ATD MergerSub, Inc. (“MergerSub”), a wholly-owned subsidiary of the Company, will merge with and into American Tire Distributors, Inc. on the Closing Date, with American Tire Distributors, Inc. as the surviving corporation. In connection with the merger, ATD Operating Company will (i) enter into an amended and restated credit facility on the terms described in the Offering Memorandum (the “Amended Credit Facility”), (ii) receive a capital contribution from the Company of approximately $218 million consisting of the proceeds from an investment in the equity of Holdings by affiliates of Investcorp S.A. and its co-investors and the co-sponsors, and management’s equity in Holdings of $8 million and the proceeds of the Notes, (iii) issue $290,000,000 aggregate principal amount of Senior Floating Rate Notes and Senior Fixed Rate Notes by ATD Operating Company (the “Opco Notes”), (iv) use the proceeds of such financings to cash out shares of the common and preferred stock of ATD Operating Company and (v) repay most of ATD Operating Company’s existing debt, including a discharge of the senior notes due in 2008, and pay fees and expenses in connection with the merger (the transactions set forth in clauses (i), (ii), (iii), (iv) and (v) above, together with the consummation of the merger pursuant to the terms of the Merger Agreement and the transactions described under “The Acquisition – The Related Transactions” in the Offering Memorandum (as defined below), are collectively referred to herein as the “Concurrent Transactions”).

The Merger Agreement, the Amended Credit Facility, this Agreement, the Registration Rights Agreement, the DTC Letter, the Indenture, the purchase agreement dated the date hereof among ATD Operating Company, the guarantors named therein and the initial purchasers named therein (the “Opco Purchase Agreement”), the registration rights agreement to be dated the Closing Date among ATD Operating Company, the guarantors named therein and the initial purchasers named therein (the “Opco Registration Rights Agreement”) and the separate indentures each to be dated the Closing Date between ATD Operating Company and Wachovia Bank, National Association, as trustee, relating to the senior floating rate notes and senior fixed rate notes offered by ATD Operation Company (the “Opco Indentures”), are collectively referred to herein as the “Transaction Agreements”.

The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Notes and the Indenture will require that investors that acquire the Notes expressly agree that the Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder).

The Company will prepare and deliver to the Initial Purchasers no later than the sixth day following the date of this Agreement (the “Delivery Date”) the Final Offering Memorandum (as defined below) describing the terms of the Notes, for use by the Initial Purchasers in connection

2

with its solicitation of offers to purchase the Notes. For purposes of the representations, warranties, covenants and agreements contained in this Agreement, the term “Offering Memorandum” shall mean (i) prior to the Delivery Date, the ATD Operating Company’s Preliminary Offering Memorandum dated March 8, 2005, with appropriate changes to reflect the fact that the Company is also a guarantor of the Opco Notes and an issuer of the Notes, and (ii) on or after the Delivery Date, the Company’s Offering Memorandum including amendments or supplements thereto and any exhibits thereto, in the most recent form that has been prepared and delivered to the Initial Purchasers in connection with their solicitation of offers to purchase the Notes (the “Final Offering Memorandum”). Further, any reference to the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Notes.

The Company hereby confirms its agreements with the Initial Purchasers as follows:

SECTION 1. Representations and Warranties. The Company hereby represents, warrants and covenants to each Initial Purchaser as follows:

(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Notes under the Securities Act or, until such time as the Exchange Notes are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b) No Integration of Offerings or General Solicitation. The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the Securities Act. Neither the Company nor its affiliates (as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”)), nor any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Notes, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Notes sold in reliance upon Regulation S, (i) none of the Company, its Affiliates, or any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

(c) Eligibility for Resale under Rule 144A. The Notes are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system.

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(d) The Offering Memorandum. The Offering Memorandum does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, contains all the information specified in, and meets the requirements of, Rule 144A. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Offering Memorandum.

(e) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification hereunder may be limited by applicable law.

(f) The Registration Rights Agreement and the DTC Letter. Each of the Registration Rights Agreement and the DTC Letter has been duly authorized by the Company and at the Closing Date will have been duly executed and delivered by, and will be a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law.

(g) Authorization of the Notes and the Exchange Notes. The Notes (i) are in all material respects in the form contemplated by the Indenture, (ii) have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and (iii) at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture.

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(h) Authorization of the Indenture. The Indenture has been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(i) Other Transaction Agreements. (i) On the date hereof, the Opco Purchase Agreement has been duly authorized, executed and delivered by, and will be a valid and binding agreement of, ATD Operating Company and the guarantors named therein, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification thereunder may be limited by applicable law and (ii) at the Closing Date, each of the Merger Agreement, the Opco Indentures, the Opco Registration Rights Agreement and the Amended Credit Facility will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company and, to the extent a party thereto, ATD Operating Company and each guarantor named therein, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j) Description of the Notes and the Indenture. The Notes, the Exchange Notes and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

(k) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries (which term, as used herein, shall, for the avoidance of doubt, without limitation, include MergerSub, American Tire Distributors, Inc. and all its subsidiaries), considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

(l) Independent Accountants. PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum are independent public or

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certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act, and any non-audit services provided by PricewaterhouseCoopers LLP to the Company or ATD Operating Company have been approved by the Audit Committee of the Board of Directors of the Company or ATD Operating Company, as applicable.

(m) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company (or its predecessor, ATD Operating Company) and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Historical and Proforma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the information set forth therein on a basis consistent in all material respects with that of the audited financial statements contained in the Offering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Financial Statements” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(n) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its organization and has corporate and other power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Notes, the Exchange Notes and the Transaction Agreements to the extent it is a party thereto. Each of the Company and each of its subsidiaries is duly qualified as a foreign person to transact business and is in good standing in each jurisdiction in which such qualification is required (each such jurisdiction, a “Foreign Jurisdiction”), whether by reason of the ownership or leasing of property or the conduct of business, except for such Foreign Jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Foreign Jurisdictions for each of the Company and its subsidiaries are set forth on Schedule C hereto. All of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the Amended Credit Facility as described in the Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule B hereto.

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(o) Capitalization. At January 1, 2005, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Notes pursuant hereto, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options or warrants described in the Offering Memorandum).

(p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Agreements (to the extent each is a party thereto), and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company (other than liens securing the Amended Credit Facility) pursuant to, or require the consent of any other party to, any Existing Instrument (other than instruments being terminated or discharged at closing in the Concurrent Transactions) except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the execution, delivery and performance of the Transaction Agreements by the Company (to the extent that each is a party thereto) or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company’s obligations under the Registration Rights Agreement and ATD Operating Company’s obligations under the Operating Company Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

(q) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, which would reasonably be

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expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.

(r) Intellectual Property Rights. The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Change.

(s) All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change.

(t) Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(m) above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(u) Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings except where failure to so file or pay would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

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(v) Company Not an “Investment Company”. The Company is not, and after receipt of payment for the Notes, will not be, an “investment company” within the meaning of Investment Company Act of 1940, as amended.

(w) Insurance. Each of the Company and its subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and terrorism. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Change.

(x) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes.

(y) Solvency. The Company is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to the Company on a particular date, that on such date (i) the fair market value of the assets of the Company is greater than the total amount of liabilities (including contingent liabilities) of the Company, (ii) the present fair salable value of the assets of the Company is greater than the amount that will be required to pay the probable liabilities of the Company on its debts as they become absolute and matured, (iii) the Company is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) the Company does not have unreasonably small capital.

(z) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

(aa) Compliance with Sarbanes-Oxley. The Company and its subsidiaries and their respective officers and directors are in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 including the rules and regulations of the Commission promulgated thereunder.

(bb) Company’s Accounting System. The Company maintains a system of accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is evaluated in light of actual assets at reasonable intervals and appropriate action is taken with respect to any differences.

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(cc) Compliance with Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, radioactive substances, asbestos or asbestos-containing materials, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iv) there are no costs or liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) reasonably likely to be incurred by the Company and its subsidiaries relating to the effect of Environmental Laws on the business, operations and properties of the Company and such subsidiaries.

(dd) ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security

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Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(ee) Compliance with Labor Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the best of the Company’s knowledge, threatened, against the Company or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries and, to the best of the Company’s knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.

(ff) No Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of their families, except as disclosed in the Offering Memorandum.

(gg) Regulation S. The Company and its affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902. The Notes sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period

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referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

(hh) Representations and Warranties in the Merger Agreement. Each of the Company’s representations and warranties contained in Article IV in the Merger Agreement and ATD Operating Company’s representations and warranties contained in Article III of the Merger Agreement (without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” (as defined in the Merger Agreement) qualification on such representations and warranties) are true and correct, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement).

Any certificate signed by an officer of the Company and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company to each Initial Purchaser as to the matters set forth therein.

SECTION 2. Purchase, Sale and Delivery of the Notes.

(a) The Notes. The Company agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Company the aggregate principal amount at maturity of Notes set forth opposite their names on Schedule A, at a purchase price of 76.3451625% of the principal amount at maturity thereof payable on the Closing Date. The Notes will initially be offered to purchasers at the price set forth on the cover page of the Offering Memorandum. After such time, the price may be changed at any time without notice.

(b) The Closing Date. Delivery of certificates for the Notes in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017 (or such other place as may be agreed to by the Company and the Initial Purchasers) at 9:00 a.m. New York City time, on March 31, 2005, or such other time and date as the Initial Purchasers shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

(c) Delivery of the Notes. The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Letter, and the form of certificates for the Notes shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

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(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the sixth business day following the date of this Agreement, the Company shall delivery or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.

(e) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes as part of their initial offering except (A) within the United States to persons whom it reasonably believes to be Qualified Institutional Buyers in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Notes is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex I hereto.

SECTION 3. Additional Covenants. The Company further covenants and agrees with each Initial Purchaser as follows:

(a) Initial Purchasers’ Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Offering Memorandum, the Company shall furnish to the Initial Purchasers for review a copy of each such proposed amendment or supplement, and the Company shall not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object, provided that the Representative provides prompt notice to the Company of such objection.

(b) Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters. If, prior to the completion of the placement of the Notes by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, not misleading, or if in the opinion of counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Company agrees to promptly prepare (subject to Section 3(a) hereof), and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

The Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, amendment or supplement referred to in this Section 3.

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(c) Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested.

(d) Blue Sky Compliance. The Company shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register the Notes for sale under (or obtain exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Notes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds” in the Offering Memorandum.

(f) The Depositary. The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Notes to be eligible for clearance and settlement through the facilities of the Depositary.

(g) Additional Issuer Information. Prior to the completion of the placement of the Notes by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. Additionally, at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of Notes, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of the Notes and prospective purchasers of Notes information (“Additional Issuer Information”) satisfying the requirements of subsection of Rule 144A.

(h) Agreement Not To Offer or Sell Additional Securities. During the period of 90 days following the date of the Offering Memorandum, the Company and its subsidiaries will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement and the Operating Company Purchase Agreement and to register the Exchange Notes).

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(i) No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchasers, (ii) the resale of the Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(j) Legended Notes. Each certificate for a Note will bear the legend contained in “Transfer Restrictions” in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum.

(k) PORTAL. The Company will assist the Initial Purchasers to cause such Notes to be eligible for the National Association of Securities Dealers, Inc. PORTAL market (the “PORTAL market”).

Banc of America Securities LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation, (i) all expenses incident to the issuance and delivery of the Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to the Initial Purchasers, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, the Transaction Agreements and the Notes (excluding any fees and disbursements of counsel for the Initial Purchasers incurred in connection with the preparation of any such documentation), (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the Blue Sky laws and, if requested by the Initial Purchasers, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Initial Purchasers of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with each of the Indenture, the Notes and the Exchange Notes, (vii) any fees payable in connection with the rating of the Notes or the Exchange Notes with the ratings agencies and the listing of the Notes with the PORTAL market, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the National Association of Securities Dealers, Inc., if any, of the terms of the sale of the Notes or the Exchange Notes, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by DTC for “book-entry” transfer, and the performance by the Company of its other obligations under this Agreement. Except as

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provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Notes by such Initial Purchasers, the costs of any “roadshows” and any advertising expenses connected with any offers they make.

SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

(a) Accountants’ Comfort Letter. The Initial Purchasers shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Company, a letter dated the date of the Final Offering Memorandum addressed to the Initial Purchasers, in form and substance satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to Initial Purchasers, delivered according to Statement of Auditing Standards Nos. 72 and 76 (or any successor bulletins), with respect to the audited and unaudited financial statements and financial information, pro forma financial statements and certain financial information contained in the Offering Memorandum; provided the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the date of the Final Offering Memorandum.

(b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date:

(i) in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse Change; and

(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities or in the rating outlook for the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436 under the Securities Act.

(c) Opinion of General Counsel of the Company. On the Closing Date the Initial Purchasers shall have received the favorable opinion and letter of J. Michael Gaither, General Counsel of the Company, each dated as of such Closing Date, substantially in the forms attached as Exhibit A-1.

(d) Opinion of Special Counsel for the Company. On the Closing Date the Initial Purchasers shall have received the favorable opinion and letter of Gibson, Dunn & Crutcher LLP, special counsel for the Company, each dated as of such Closing Date, substantially in the forms attached as Exhibit A-2.

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(e) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

(f) Officers’ Certificates. On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect set forth in subsection (b)(ii) of this Section 5, and further to the effect that:

(i) except as disclosed in such certificate, for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and

(iii) the Company has complied in all material respects with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Date.

(g) Chief Financial Officer’s Certificate. On the Closing Date, the Initial Purchasers shall have received a written certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, substantially in the form set forth in Exhibit C hereto.

(h) Bring-down Comfort Letter. On the Closing Date the Initial Purchasers shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

(i) PORTAL Listing. At the Closing Date the Notes shall have been designated for trading on the PORTAL market.

(j) Registration Rights Agreement. The Company shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.

(k) Concurrent Transactions. The Concurrent Transactions shall have been consummated on terms and conditions acceptable to the Initial Purchasers.

(l) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

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If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to the last paragraph of Section 5 (except Section 5(b)), or if the sale to the Initial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Notes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:

(a) Offers and sales of the Notes will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Notes may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex D hereto, which Annex D is hereby expressly made a part hereof.

(b) The Notes will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Notes.

(c) Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Notes) shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

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(1) REPRESENTS THAT:

(A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

(B) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE 501(a)(l),(2), (3) or (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

(C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A) TO THE COMPANY,

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

(E) IN A PRINCIPAL AMOUNT AT MATURITY OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR

(F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH 2(E) OR (F) ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Following the sale of the Notes by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the

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Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Note.

SECTION 8. Indemnification.

(a) Indemnification of the Initial Purchasers. The Company agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act from and against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser or such controlling person or affiliate may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such controlling person or affiliate for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such controlling person or affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished to the Company by the Initial Purchasers expressly for use in the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company may otherwise have.

(b) Indemnification of the Company, its Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and each of its directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Memorandum (or any amendment or supplement thereto), in

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reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use therein; and to reimburse the Company, or any such director or controlling person for any legal and other expenses reasonably incurred by the Company, or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the fourth sentence of the sixth paragraph, and the eighth paragraph under the caption “Plan of Distribution” as set forth in ATD Operating Company’s Preliminary Offering Memorandum dated March 8, 2005; and the Initial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (Banc of America Securities LLC in the case of Section 8 and Section 9), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

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(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

SECTION 9. Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then (i) each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Notes pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement (before deducting expenses) received by the Company, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Notes. The relative fault of the Company, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 for purposes of indemnification.

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The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discounts and commissions received by such Initial Purchaser in connection with the Notes distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser and each director of the Company, and each person, if any, who controls the Company with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time: (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Notes in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 10 shall be without liability on the part of (A) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof (except in the case of any termination pursuant to clause (ii) or (iii) of the foregoing sentence, (B) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements and any certificate delivered hereto of the Company, of its officers, and of the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Notes sold hereunder and any termination of this Agreement.

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SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Banc of America Securities LLC

9 West 57^th Street

New York, New York 10019

Facsimile: (212) 583-8295

Attention: High Yield Capital Markets

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

Facsimile: 212-450-3800

Attention: Michael P. Kaplan

If to the Company:

American Tire Distributors Holdings, Inc.

12200 Herbert Wayne Court

Suite 150

Huntersville, NC 28070

Facsimile: (704) 992-1294

Attention: J. Michael Gaither

with a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10016

Facsimile: (212) 351-4035

Attention: Sean P. Griffiths

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Notes as such from any of the Initial Purchasers.

SECTION 14. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any

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other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 16. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Notes that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Notes which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Notes to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Notes set forth opposite their respective names on Schedule A bears to the aggregate number of Notes set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Notes which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Notes and the aggregate number of Notes with respect to which such default occurs exceeds 10% of the aggregate number of Notes to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Offering Memorandum or any other documents or arrangements may be effected.

25

As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

SECTION 17. Tax Disclosure. Notwithstanding anything to the contrary contained herein, each of the Initial Purchasers, the Company shall be permitted to disclose the tax treatment and tax structure of each of the transactions contemplated by this Agreement and the Offering Memorandum (each, a “Transactions”) (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information); provided, however, that if any Transaction is not consummated for any reason, the provisions of this sentence shall cease to apply with respect to such Transaction.

SECTION 18. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[The rest of this page left intentionally blank]

26

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Donald Hardie
Name:	Donald Hardie
Title:	Secretary

[Holdco Purchase Agreement]

The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC
By:	Banc of America Securities LLC
By:	/s/ Bruce Thompson
	Managing Director

SCHEDULE A

Initial Purchasers	Aggregate Principal Amount at Maturity of Notes to be Purchased
Banc of America Securities LLC	$	30,888,000
Credit Suisse First Boston LLC		10,296,000
Wachovia Capital Markets, LLC		10,296,000
Total	$	51,480,000

Schedule A-1

SCHEDULE B

Subsidiaries

American Tire Distributors, Inc.

The Speed Merchant, Inc.

T.O. Haas Holding Co., Inc.

T.O. Haas Tire Company, Inc.

Texas Market Tire Holdings I, Inc.

Texas Market Tire, Inc.

Target Tire, Inc.

Schedule B-l

SCHEDULE C

Foreign Jurisdictions

The following lists the jurisdictions of incorporation and Foreign Jurisdictions for the Company and each of its subsidiaries.

American Tire Distributors Holdings, Inc., a Delaware corporation

None.

American Tire Distributors, Inc., a Delaware corporation

Alabama Arizona Arkansas California Colorado Connecticut District of Columbia Florida Georgia Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming

The Speed Merchant, Inc., a California corporation

Arizona

T.O. Haas Holding Co., Inc., a Nebraska corporation

None.

T.O. Haas Tire Company, a Nebraska corporation

Missouri

Texas Market Tire Holdings I, Inc., a Texas corporation

None.

Texas Market Tire, Inc., a Texas corporation

New Mexico                    Oklahoma

Target Tire, Inc., a North Carolina corporation

Tennessee

Schedule C-l

EXHIBIT A-1

Opinion of General Counsel of the Company

Opinion of J. Michael Gaither, General Counsel of the ATD Operating Company to be delivered pursuant to Section 5 of the Purchase Agreement.

1. The issuance of the Notes and the Exchange Notes and the execution, delivery and performance by the Company of the other Transaction Agreements to which it is a party and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Agreements do not and will not result in a breach of or default under any material contracts of the ATD Operating Company or any of its subsidiaries, except for such breaches or defaults (a) as to which requisite waivers or consents have been obtained or (b) which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

2. To my knowledge, there is no action, suit or proceeding against the ATD Operating Company or any of its subsidiaries that is pending or has been overtly threatened in writing (a) with respect to any of the Transaction Agreements or any of the transactions contemplated thereby or (b) that would reasonably be expected to have a material adverse effect on the ATD Operating Company and its subsidiaries, taken as a whole.

Exhibit A-1-1

Letter of J. Michael Gaither, General Counsel of the ATD Operating Company to be delivered pursuant to Section 5 of the Purchase Agreement.

I have participated in conferences with officers and other representatives of the ATD Operating Company, representatives of the independent auditors of the ATD Operating Company and your representatives and counsel at which the contents of the Offering Memorandum and related matters were discussed. On the basis of the foregoing, and except for the financial statements and schedules, statistical information derived therefrom and other financial information included therein, as to which I express no opinion or belief, no facts have come to my attention that lead me to believe that the Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exhibit A-1-2

EXHIBIT A-2

Opinion of Special Counsel of the Company

Opinion of Gibson, Dunn & Crutcher LLP, Special Counsel of the Company, to be delivered pursuant to Section 5 of the Purchase Agreement.

1. The Company is a validly existing corporation in good standing under the laws of its state of incorporation or formation and has all requisite corporate authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party.

2. The execution and delivery by the Company of the Transaction Agreements to which it is a party and the performance of its obligations thereunder have been duly authorized by all necessary corporate action. Each of the Transaction Agreements to which it is a party (other than the Notes and the Exchange Notes) has been duly executed and delivered by the Company.

3. Each of the Indenture and the Registration Rights Agreement constitutes a legal, valid and binding obligation of the Company party thereto, enforceable against it in accordance with its terms.

4. The Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

5. The Exchange Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Notes pursuant to the Exchange Offer in accordance with the provisions of the Registration Rights Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6. The issuance of the Notes and Exchange Notes and the execution, delivery and performance by the Company of the other Transaction Agreements to which it is a party, do not and will not violate (A) the charter or bylaws or operating agreement of the Company, (B) based solely upon review of the orders, judgments or decrees identified to us in the Officers’ Certificate as constituting all orders, judgments or decrees binding on Holdings, which are listed on the Schedule hereto (each, a “Governmental Order”), any Governmental Order or (C) based solely upon review of the documents identified to us by Holdings as constituting all contracts to which the Company or MergerSub is a party and which are material to the Company or MergerSub, taken as a whole (each a “Contract”), result in a material breach or default under any Contract.

7. The issuance of the Notes and Exchange Notes and the execution, delivery and performance by the Company of the other Transaction Agreements to which it is a party, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the State of New York or the United States of America under, any law or regulation of the State of New York or the United States of America applicable to the Company

Exhibit A-2-1

that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Transaction Agreements, the California General Corporation Law or the Delaware General Corporation Law, except for such filings or approvals as have already been obtained.

8. The Company is not and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Offering Memorandum the Company will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

9. Assuming the accuracy of the representations and warranties of the Company and the Initial Purchasers and compliance by them with their agreements contained in the Purchase Agreement, no registration of the Notes under the Securities Act of 1933, as amended (the “Securities Act”), and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required for the sale and delivery of the Notes to the Initial Purchasers on the date hereof or for resales by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Offering Memorandum, it being understood that we express no opinion as to any subsequent resale of the Notes.

10. Insofar as the statements in the Offering Memorandum purport to describe specific provisions of the Notes, the Exchange Notes, the Indenture, the Registration Rights Agreement or the Amended and Restated Credit Facility, such statements present in all material respects an accurate summary of such provisions.

11. To the extent that the statements in the Offering Memorandum under the caption “Certain United States Federal Income Consequences,” purport to describe specific provisions of the Internal Revenue Code, such statements present in all material respects an accurate summary of such provisions.

12. To our knowledge, the Company or MergerSub is not a party to any pending legal proceeding, or any legal proceeding that has been overtly threatened in writing, that seeks to prevent the execution and delivery by the Company of any Transaction Agreement or the performance by Company or MergerSub of its obligations thereunder.

Exhibit A-2-2

Letter of Gibson, Dunn & Crutcher LLP, Special Counsel of the Company, to be delivered pursuant to Section 5 of the Purchase Agreement.

We have participated in conferences with officers and other representatives of the Company, representatives of the independent auditors of the Company and your representatives and counsel at which the contents of the Offering Memorandum and related matters were discussed. Because the purpose of our professional engagement was not to establish or confirm factual matters and because the scope of our examination of the affairs of the Company did not permit us to verify the accuracy, completeness or fairness of the statements set forth in the Offering Memorandum, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum except insofar as such statements specifically relate to us and except to the extent set forth in paragraphs 10 and 11 of our opinion delivered to you dated the date hereof.

On the basis of the foregoing, and except for the financial statements and schedules, statistical information derived therefrom and other financial information included therein, as to which we express no opinion or belief, no facts have come to our attention that led us to believe that the Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exhibit A-2-3

EXHIBIT B

[Form of Registration Rights Agreement]

Exhibit B-l

EXHIBIT C

AMERICAN TIRE DISTRIBUTORS, INC.

OFFICER’S CERTIFICATE

Reference is made to (i) the Purchase Agreement dated March 23, 2005 between American Tire Distributors Holdings, Inc. (the “Company”) and the Initial Purchasers named therein (the “Purchase Agreement”), and (ii) the Company’s Offering Memorandum dated March 23, 2005 (the “Offering Memorandum”) relating to the offer and sale by the Company of 13.000% Senior Discount Notes due 2013.

Pursuant to Section 5(g) of the Purchase Agreement, the undersigned hereby certifies that:

1. Attached hereto as Exhibit A is (a) a schedule listing (i) the thirty-two Target Tire employees who have filled positions vacated by former employees of the Company, together with the compensation paid to such employees during the 2004 fiscal year and the amounts expected to be paid to such employees in fiscal year 2005 and (ii) the names of each of such former employees and the date they left the Company’s employ, and (b) the Form W-2’s for the 2004 fiscal year of the former employees of the Company who have been so replaced as described in clause 1(a) hereof. For purposes of preparing its estimated cost savings due to payroll reductions (as further described in paragraph 4 below), the Company assumed that only sixteen Target Tire employees filled positions vacated by former employees of the Company.

2. Attached hereto as Exhibit B is a schedule of the sixty trucks (including vehicle identification numbers (“VINs”)) currently held by the Company with leases that will expire by December 31, 2005, together with the estimated payments made under those leases and other expenses during 2004. The Company has seventeen Target Tire trucks which are also listed on Exhibit B (including VINs) not currently being used which will replace seventeen of the trucks described in the first sentence of this clause (2).

3. Attached hereto as Exhibit C is a schedule setting forth Target Tire’s spending on computer licenses and related consulting services in 2004 and a copy of the relevant license agreements. None of such licenses or services are being utilized following the acquisition of Target Tire and we have incurred no incremental expenses to replace such licenses and services.

4. Attached hereto as Exhibit D is a schedule listing the assumptions and calculations used by the Company in preparing the Company’s estimated cost savings due to payroll and truck reductions as well as the termination of Target Tire’s computer systems. Such assumptions and calculations are reasonable.

Exhibit C-1

5. On the basis of such assumptions and calculations, the amount of such cost savings described in the Offering Memorandum under footnote 5 to “Summary Historical and Unaudited Pro Forma Consolidated Financial Data” is correct in all material respects and I have no reason to believe that the cost savings will not be achieved.

[Signature Page Follows]

Exhibit C-2

IN WITNESS WHEREOF, I have signed this certificate.

Date: March [    ], 2005

Very truly yours,
AMERICAN TIRE DISTRIBUTORS, INC.
By:
Name:	Scott A. Deininger
Title:	Senior Vice President of Finance and
	Administration and Treasurer

Exhibit C-3

ANNEX D

Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that:

Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Notes in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not undertake any “directed selling efforts” nor cause any advertisement with respect to the Notes (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Notes, except such advertisements as are permitted by and include the statements required by Regulation S.

Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Notes were first offered to persons other than “distributors” (as defined in Regulation S) in reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S.”

Such Initial Purchaser agrees that the Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Notes by non-U.S. persons or U.S. persons who purchased such Notes in transactions that were exempt from the registration requirements of the Securities Act.

Annex D-l

EX-10.63

Exhibit 10.63

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, 2005

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2005, by and among American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”), Banc of America Securities LLC, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 13% Senior Discount Notes due 2013 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest: As defined in Section 5.

Additional Interest Payment Date: Each April 1 and October 1.

Advice: As defined in Section 6.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Closing Date: The date of this Agreement.

Commission: The Securities and Exchange Commission.

Consummate: The registered Exchange Offer shall be deemed “Consummated” with respect to the Initial Notes for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount at maturity as the aggregate principal amount at maturity of Initial Notes that were validly tendered by Holders thereof pursuant to the Exchange Offer.

Effectiveness Target Date: As defined in Section 5.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Notes: The 13% Senior Discount Notes due 2013 to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Company shall offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: Any Registration Statement relating to an Exchange Offer, including the related Prospectus.

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Indenture: The Indenture, dated as of March 31, 2005, between the Company and Wachovia Bank National Association, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchaser: As defined in the preamble hereto.

Initial Notes: As defined in the preamble hereto, but only for so long as such securities constitute Transfer Restricted Securities.

NASD: National Association of Securities Dealers, Inc.

Non-Eligible Notes: As defined in Section 4(a) hereof.

Notes: The Initial Notes and the Exchange Notes.

Person: An individual, partnership, limited liability company, corporation, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Record Holder: With respect to any Additional Interest Payment Date relating to the Notes on which Additional Interest is to be paid, each Person who is a Holder of Notes on the March 15 or September 15 immediately prior to such date.

Registration Default: As defined in Section 5 hereof.

2

Registration Statement: Any Exchange Offer Registration Statement or Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4 hereof.

Shelf Registration Statement: As defined in Section 4 hereof.

Suspension Period: As defined in Section 6(d) hereof.

Trust Indenture Act: The Trust Indenture Act of 1939 as in effect on the date of the Indenture.

Transfer Restricted Securities: Each (i) Initial Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act or is eligible for distribution pursuant to Rule 144(k) under the Securities Act and (ii) Exchange Note issued to a Broker-Dealer until the date on which such Note has been distributed by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall (i) use commercially reasonable efforts to file with the Commission on or prior to 120 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date, (iii) in connection with the foregoing, file

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(A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer (unless the Exchange Offer would not be permitted by applicable law or Commission policy). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days (as defined in SEC rules) after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to 30 Business Days after the Effectiveness Target Date for such Exchange Offer Registration Statement.

(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on

4

which the Exchange Offer Registration Statement is declared effective and (ii) the date on which all Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), (ii) for any reason the Exchange Offer for the Notes is not Consummated within 30 Business Days after the Effectiveness Target Date of the Exchange Offer Registration Statement for the Notes, or (iii) any Holder of Transfer Restricted Securities (“Non-Eligible Notes”) notifies the Company prior to the 20^th day following consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company shall

(x) use commercially reasonable efforts to file a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of (1) the 120th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement as contemplated by clause (i) above, (2) the 120th day after the date 30 Business Days after the Effectiveness Target Date if the Exchange Offer for the Notes is not Consummated as contemplated by clause (ii) above and (3) the 120th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities (or, in the case of clause (iii), all Non-Eligible Notes) the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission at the earliest possible time, but in no event later than the 90th day after the Shelf Filing Deadline.

The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended (subject to Section 6(d) below) as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities

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entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are eligible for resale pursuant to Rule 144(k)).

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a period not to exceed that permitted by Section 6(d) below) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum (“Additional Interest”). During the period prior to April 1, 2007, the amount of Additional Interest shall be calculated based on the Accreted Value of the Transfer Restricted Securities on the date of occurrence of the relevant Registration Default. Following the cure of all Registration Defaults relating to any Transfer Restricted Securities (or at such time as any Note ceases to be a Transfer Restricted Security), Additional Interest payable with respect to the relevant Transfer Restricted Securities will cease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

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All accrued Additional Interest shall be paid to the Record Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Additional Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes.

The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holders for any such Registration Default.

SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with each Exchange Offer, the Company shall comply with all of the provisions of Section 6(c) below, shall use their commercially reasonable efforts to effect such exchange and to permit the resale of Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealers acquired for their own account as a result of market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i) If, in the reasonable opinion of counsel to the Company, there is a question as to whether the Exchange Offer is permitted by applicable law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate Exchange Offers for the Initial Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) substantially to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer (C) it is acquiring the Exchange Notes in its ordinary course of business and (D) if such Holder is a Broker-Dealer, it has acquired the Exchange Notes as a result of market-making activities or other trading activities and will comply with the applicable provisions of the Securities Act. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder will be required to

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acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 6(c) below and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company shall:

(i) except during a Suspension Period, use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable (subject to Section 6(d) below); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter;

(ii) except during a Suspension Period, prepare and file with the Commission such amendments and post-effective amendments to such Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold;

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cause the Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) in the case of a Shelf Registration Statement, advise the underwriters, if any, and selling Holders promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or (C) except during a Suspension Period, of the existence of any fact or the happening of any event that makes any statement of a material fact made in such Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in such Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of such Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) in the case of a Shelf Registration Statement, furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriters, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriters in connection with such sale, if any, for a period of at least five business days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriters, if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

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(v) in the case of a Shelf Registration Statement, promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriters, if any, make available representatives of the Company for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriters, if any, reasonably may request;

(vi) in the case of a Shelf Registration Statement, make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;

(vii) except during a Suspension Period, if requested by any selling Holders or the underwriters, if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriters, if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) in the case of a Shelf Registration Statement, furnish to each selling Holder, each Broker-Dealer that holds Notes and each of the underwriters, if any, without charge, at least one copy of such Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix) in the case of a Shelf Registration Statement, deliver to each selling Holder, each Broker-Dealer that holds Notes and each of the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriters, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

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(x) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company shall, in the case of a Shelf Registration Statement:

(A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon effectiveness of the Shelf Registration Statement:

(1) a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2) an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company, covering the same matters as the opinion referred to in Section 5(c) of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the selling Holders’ representatives and the selling Holders’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not

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independently verified, the accuracy, completeness or fairness of the statements included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3) in the case of an underwriter, a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings;

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (x), if any.

If at any time the representations and warranties of the Company contemplated in clause (A)(l) above cease to be true and correct, the Company shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xi) in the case of a Shelf Registration Statement, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriters may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to (A) register or qualify as a foreign corporation where it is not then so qualified, (B) make any changes to its organizational documents or (C) take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to such Registration Statement, in any jurisdiction where it is not then so subject;

(xii) shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchasers of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation;

(xiii) cooperate with the selling Holders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted

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Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriters, if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriters;

(xiv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above;

(xv) except during a Suspension Period, if any fact or event contemplated by clause (c)(iii)(C) above shall exist or have occurred, prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of such Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depositary Trust Company;

(xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use its reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;

(xviii) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such Registration Statement; and

(xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable the Indenture to be so qualified in a timely manner.

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Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(C) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended (but not beyond the date on which all Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities (in the case of Section 3) or the date when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are eligible for resale pursuant to Rule 144(k) (in the case of Section 4)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(C) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice.

(d) The Company will have the ability to suspend a Shelf Registration Statement (a “Suspension Period”), if the Company’s Board of Directors determines, in their reasonable business judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Company. A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities covered by such Registration Statement and continue until holders of such Transfer Restricted Securities either receive the copies of the supplemented or amended prospectus contemplated by Section 6(c) above or are advised in writing by the Company that use of the Prospectus may be resumed. The Company will not be permitted to exercise its rights under this paragraph more than twice in any twelve-month period with respect to the Notes, and any such suspensions with respect to the Notes may not exceed 90 days in the aggregate during any twelve month period.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be

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required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offers and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

(b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

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In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company in writing (provided, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company or its directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such

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losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Indemnified Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and their related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint.

SECTION 9. Participation In Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 10. Selection Of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company.

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SECTION 11. Miscellaneous.

(a) Remedies. The Company hereby agrees that, subject to Section 5, monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c) Adjustments Affecting the Notes. The Company will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount at maturity of Transfer Restricted Securities affected thereby. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to an Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount at maturity of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii) if to the Company:

American Tire Distributors Holdings, Inc.

12200 Herbert Wayne Court

Huntersville, NC 28070

Telecopier No.: (704) 992-1294

Attention: J. Michael Gaither

With a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10016

Telecopier No.: (212) 351-5276

Attention: Joerg H. Esdorn

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All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j) Entire Agreement. This Agreement together with the other Transaction Agreements (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has executed this Registration Rights Agreement as of the day and year first written above.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Steve Puccinelli
Name:	Steve Puccinelli
Title:	President

EX-10.64

Exhibit 10.64

American Tire Distributors, Inc.

$290,000,000

Senior Floating Rate Notes due 2012

10.750% Senior Notes due 2013

PURCHASE AGREEMENT

dated March 23, 2005

Banc of America Securities LLC

Credit Suisse First Boston LLC

Wachovia Capital Markets, LLC

PURCHASE AGREEMENT

March 23, 2005

BANC OF AMERICA SECURITIES LLC

As Representative of the several Initial

Purchasers named in Schedule A hereto

c/o Banc of America Securities LLC

9 West 57^th Street

New York, New York 10019

Ladies and Gentlemen:

Introductory. ATD MergerSub, Inc. (the “Company”, which term shall, upon its signing of the Assumption Agreement referred to below, mean American Tire Distributors, Inc. a Delaware corporation), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $290,000,000 aggregate principal amount of the Company’s Senior Floating Rate Notes due 2012 (the “Floating Rate Notes”) and 10.750% Senior Notes due 2013 (the “Fixed Rate Notes”, and together with the Floating Rate Notes, the “Notes”). Banc of America Securities LLC has agreed to act as the representative (the “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Notes.

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.

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date substantially in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file, within 120 days of the Closing Date, a registration statement (the “Registration Statement”) with the

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Securities and Exchange Commission (the “Commission”) registering debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) under the Securities Act of 1933, as amended (the “Securities Act”), which term includes the rules and regulations of the Commission promulgated thereunder.

The payment of principal of, premium and Additional Interest (as defined in the applicable Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed (the “Guarantees”) on (A) a senior subordinated basis by Holdings (as defined below) and (B) a senior unsecured basis, jointly and severally by (i) each of the subsidiaries of the Company listed on Schedule B hereto (together with Holdings, collectively, the “Guarantors”) and (ii) each subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the applicable Indenture, and their respective successors and assigns. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities”.

American Tire Distributors Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of affiliates of Investcorp S.A. executed a definitive merger agreement (the “Merger Agreement”) on February 4, 2005 with American Tire Distributors, Inc and the other parties thereto. Pursuant to the terms of the Merger Agreement, ATD MergerSub, Inc. (“MergerSub”), a wholly-owned subsidiary of Holdings, will merge with and into American Tire Distributors, Inc. on the Closing Date, with American Tire Distributors, Inc. as the surviving corporation. As a result of the merger and execution of the Assumption Agreement in the form of Exhibit C hereto, American Tire Distributors, Inc. will succeed to the rights and obligations of MergerSub hereunder. In connection with the merger, the Company will (i) enter into an amended and restated credit facility on the terms described in the Offering Memorandum (the “Amended Credit Facility”), (ii) receive a capital contribution from Holdings of approximately $218 million consisting of the proceeds from an investment in the equity of Holdings by affiliates of Investcorp S.A. and its co-investors and the co-sponsors, and management’s equity in Holdings of $8 million and $51.480 million of aggregate principal amount at maturity of senior discount notes due 2013 (the “Holdings Notes”), (iii) issue the Notes, (iv) use the proceeds of such financings to cash out shares of the common and preferred stock of the Company and (v) repay most of the Company’s existing debt, including a discharge of the senior notes due in 2008, and pay fees and expenses in connection with the merger (the transactions set forth in clauses (i), (ii), (iv) and (v) above, together with the consummation of the merger pursuant to the terms of the Merger Agreement and the transactions described under “The Acquisition – The Related Transactions” in the Offering Memorandum (as defined below), are collectively referred to herein as the “Concurrent Transactions”).

The Merger Agreement, the Amended Credit Facility, this Agreement (including the Assumption Agreement, in the form of Exhibit C hereto, under which American Tire Distributors, Inc. and the Guarantors will become a party hereto), the Registration Rights Agreement, the DTC Letter and the Indentures are collectively referred to herein as the “Transaction Agreements”.

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The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indentures will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder).

The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 8, 2005 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Company’s Offering Memorandum, dated March 23, 2005, including amendments or supplements thereto, any exhibits thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities.

Each of the Company and the Guarantors hereby confirms its agreements with the Initial Purchasers as follows:

SECTION 1. Representations and Warranties. Each of the Company and the Guarantors hereby jointly and severally represents, warrants and covenants to each Initial Purchaser as follows:

(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indentures under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b) No Integration of Offerings or General Solicitation. Neither the Company nor any of the Guarantors has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any

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United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, any Guarantor, their respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”)), or any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates, or any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company, the Guarantors and their respective Affiliates and any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

(c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system.

(d) The Offering Memorandum. The Preliminary Offering Memorandum as of its date did not, and the Offering Memorandum does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meets the requirements of, Rule 144A. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

(e) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification hereunder may be limited by applicable law. As of the Closing Date, the Assumption Agreement will have been duly authorized, executed and delivered by American Tire Distributors, Inc. and each Guarantor and, upon the execution and delivery thereof, the Assumption Agreement will be a valid and binding agreement of each of American Tire Distributors, Inc. and the Guarantors, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by

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applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification hereunder may be limited by applicable law.

(f) The Registration Rights Agreement and the DTC Letter. Each of the Registration Rights Agreement and the DTC Letter has been duly authorized by the Company and the Guarantors and at the Closing Date will have been duly executed and delivered by, and will each be a valid and binding agreement of, the Company and each Guarantor, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law.

(g) Authorization of the Securities and the Exchange Securities. The Notes (i) are in all material respects in the form contemplated by the applicable Indenture, (ii) have been duly authorized for issuance and sale pursuant to this Agreement and the applicable Indenture and (iii) at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the applicable Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the applicable Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the applicable Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the applicable Indenture. The Guarantees of the Notes and the Exchange Notes are in the respective forms contemplated by the applicable Indenture, have been duly authorized for issuance pursuant to this Agreement and the applicable Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the applicable Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the applicable Indenture.

(h) Authorization of the Indentures. Each of the Indentures has been duly authorized by the Company and each of the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and each of the Guarantors and will constitute a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

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(i) Other Transaction Agreements. At the Closing Date, each of the Merger Agreement, the Holdings Indenture and the Amended Credit Facility will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company and, to the extent a party thereto, each Guarantor, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j) Description of the Securities and the Indentures. The Notes, the Exchange Notes, the Guarantees of the Notes and the Exchange Notes and the Indentures will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

(k) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries (which term, as used herein, shall, for the avoidance of doubt, without limitation, include MergerSub, American Tire Distributors, Inc. and all its subsidiaries), considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

(l) Independent Accountants. PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act, and any non-audit services provided by PricewaterhouseCoopers LLP to the Company or any of the Guarantors have been approved by the Audit Committee of the Board of Directors of the Company.

(m) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Offering Memorandum under the captions “Summary—

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Summary Historical and Proforma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the information set forth therein on a basis consistent in all material respects with that of the audited financial statements contained in the Offering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Financial Statements” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(n) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its organization and has corporate and other power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under each of the Securities, the Exchange Securities and the Transaction Agreements to the extent it is a party thereto. Each of the Company and each of its subsidiaries is duly qualified as a foreign person to transact business and is in good standing in each jurisdiction in which such qualification is required (each such jurisdiction, a “Foreign Jurisdiction”), whether by reason of the ownership or leasing of property or the conduct of business, except for such Foreign Jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Foreign Jurisdictions for each of the Company and its subsidiaries are set forth on Schedule C hereto. All of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the Amended Credit Facility as described in the Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule B hereto.

(o) Capitalization. At January 1, 2005, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options or warrants described in the Offering Memorandum).

(p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any

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of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company and each of the Guarantors’ execution, delivery and performance of the Transaction Agreements (to the extent each is a party thereto), and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company, or any Guarantor, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Guarantor (other than liens securing the Amended Credit Facility) pursuant to, or require the consent of any other party to, any Existing Instrument (other than instruments being terminated or discharged at closing in the Concurrent Transactions) except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, or any Guarantor. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the execution, delivery and performance of the Transaction Agreements by the Company and the Guarantors (to the extent that each is a party thereto) or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Company and the Guarantors and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company’s and the Guarantors’ obligations under the Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Guarantors.

(q) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s or the Guarantors’ knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, which would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s or the Guarantors’ knowledge, is threatened or imminent.

(r) Intellectual Property Rights. The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of

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infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Change.

(s) All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change.

(t) Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(m) above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(u) Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings except where failure to so file or pay would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

(v) Company Not an “Investment Company”. Neither the Company nor any Guarantor is, and after receipt of payment for the Securities, none will be, an “investment company” within the meaning of Investment Company Act of 1940, as amended.

(w) Insurance. Each of the Company and its subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and terrorism. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Change.

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(x) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(y) Solvency. The Company and each Guarantor is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to the Company or any Guarantor on a particular date, that on such date (i) the fair market value of the assets of the Company or such Guarantor is greater than the total amount of liabilities (including contingent liabilities) of the Company or such Guarantor, (ii) the present fair salable value of the assets of the Company or such Guarantor is greater than the amount that will be required to pay the probable liabilities of the Company or such Guarantor on its debts as they become absolute and matured, (iii) the Company or such Guarantor is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) the Company or such Guarantor does not have unreasonably small capital.

(z) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

(aa) Compliance with Sarbanes-Oxley. The Company and its subsidiaries and their respective officers and directors are in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 including the rules and regulations of the Commission promulgated thereunder.

(bb) Company’s Accounting System. The Company maintains a system of accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is evaluated in light of actual assets at reasonable intervals and appropriate action is taken with respect to any differences.

(cc) Compliance with Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, radioactive substances, asbestos or asbestos-containing materials,

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petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iv) there are no costs or liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) reasonably likely to be incurred by the Company and its subsidiaries relating to the effect of Environmental Laws on the business, operations and properties of the Company and such subsidiaries.

(dd) ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of

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their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(ee) Compliance with Labor Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the best of the Company’s knowledge, threatened, against the Company or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries and, to the best of the Company’s knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.

(ff) No Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of their families, except as disclosed in the Offering Memorandum.

(gg) Regulation S. The Company and its affiliates, the Guarantors and their respective affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902. The Securities sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

(hh) Representations and Warranties in the Merger Agreement. Each of the Company’s representations and warranties contained in Article III of the Merger Agreement (without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” (as defined in the Merger Agreement) qualification on such representations and warranties) are true and correct, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement).

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Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial Purchaser as to the matters set forth therein.

SECTION 2. Purchase, Sale and Delivery of the Securities.

(a) The Securities. The Company agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Company the aggregate principal amount of (i) Floating Rate Notes set forth opposite their names on Schedule A, at a purchase price of 97.750% of the principal amount thereof payable on the Closing Date and (ii) Fixed Rate Notes set forth opposite their names on Schedule A, at a purchase price of 97.750% of the principal amount thereof payable on the Closing Date. The Securities will initially be offered to purchasers at the price set forth on the cover page of the Offering Memorandum. After such time, the price may be changed at any time without notice.

(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017 (or such other place as may be agreed to by the Company and the Initial Purchasers) at 9:00 a.m. New York City time, on March 31, 2005, or such other time and date as the Initial Purchasers shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

(c) Delivery of the Securities. The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Letter, and the form of certificates for the Securities shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the sixth business day following the date of this Agreement, the Company shall delivery or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.

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(e) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except (A) within the United States to persons whom it reasonably believes to be Qualified Institutional Buyers in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex I hereto.

SECTION 3. Additional Covenants. The Company and each of the Guarantors further covenant and agree with each Initial Purchaser as follows:

(a) Initial Purchasers’ Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Offering Memorandum, the Company shall furnish to the Initial Purchasers for review a copy of each such proposed amendment or supplement, and the Company shall not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object, provided that the Representative provides prompt notice to the Company of such objection.

(b) Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, not misleading, or if in the opinion of counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Company agrees to promptly prepare (subject to Section 3(a) hereof), and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

The Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, amendment or supplement referred to in this Section 3.

(c) Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested.

(d) Blue Sky Compliance. The Company shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register the Securities for sale under (or obtain

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exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the Offering Memorandum.

(f) The Depositary. The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary.

(g) Additional Issuer Information. Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. Additionally, at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of Securities, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information (“Additional Issuer Information”) satisfying the requirements of subsection of Rule 144A.

(h) Agreement Not To Offer or Sell Additional Securities. During the period of 90 days following the date of the Offering Memorandum, the Company and the Guarantors will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any Guarantor or securities exchangeable for or convertible into debt securities of the Company or any Guarantor (other than as contemplated by this Agreement and to register the Exchange Securities).

(i) No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.

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(j) Legended Securities. Each certificate for a Note will bear the legend contained in “Transfer Restrictions” in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum.

(k) PORTAL. The Company will assist the Initial Purchasers to cause such Notes to be eligible for the National Association of Securities Dealers, Inc. PORTAL market (the “PORTAL market”).

Banc of America Securities LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4. Payment of Expenses. The Company and each of the Guarantors agree, jointly and severally, to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company’s and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, the Transaction Agreements and the Notes and the Guarantees (excluding any fees and disbursements of counsel for the Initial Purchasers incurred in connection with the preparation of any such documentation), (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Blue Sky laws and, if requested by the Initial Purchasers, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Initial Purchasers of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with each of the Indentures, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and the listing of the Securities with the PORTAL market, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the National Association of Securities Dealers, Inc., if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by DTC for “book-entry” transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Securities by such Initial Purchasers, the costs of any “roadshows” and any advertising expenses connected with any offers they make.

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SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company and the Guarantors of their covenants and other obligations hereunder, and to each of the following additional conditions:

(a) Accountants’ Comfort Letter. The Initial Purchasers shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Company, a letter dated the date of the Final Offering Memorandum addressed to the Initial Purchasers, in form and substance satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to Initial Purchasers, delivered according to Statement of Auditing Standards Nos. 72 and 76 (or any successor bulletins), with respect to the audited and unaudited financial statements and financial information, pro forma financial statements and certain financial information contained in the Offering Memorandum; provided the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the date of the Final Offering Memorandum.

(b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date:

(i) in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse Change; and

(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities or in the rating outlook for the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436 under the Securities Act.

(c) Opinion of General Counsel of the Company. On the Closing Date the Initial Purchasers shall have received the favorable opinion and letter of J. Michael Gaither, General Counsel of the Company, each dated as of such Closing Date, substantially in the forms attached as Exhibit A-1.

(d) Opinion of Special Counsel for the Company. On the Closing Date the Initial Purchasers shall have received the favorable opinion and letter of Gibson, Dunn & Crutcher LLP, special counsel for the Company, each dated as of such Closing Date, substantially in the forms attached as Exhibit A-2.

(e) Opinion of Local Counsels for the Company. On the Closing Date the Initial Purchasers shall have received the favorable opinions of (i) Demars Gordon Olson & Zalewski, special counsel for T.O. Haas Holding Co., Inc. and T.O. Haas Tire Company, Inc., and (ii) Craig, Terrell, Hale & Grantham, L.L.P., special counsel for Texas Market Tire Holdings I, Inc. and Texas Market Tire, Inc., each dated as of such Closing Date, substantially in the forms attached as Exhibit A-3 and Exhibit A-4, respectively.

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(f) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

(g) Officers’ Certificates. On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company and an officer of each Guarantor, dated as of the Closing Date, to the effect set forth in subsection (b)(ii) of this Section 5, and further to the effect that:

(i) except as disclosed in such certificate, for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and

(iii) the Company and the Guarantors have complied in all material respects with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Date.

(h) Chief Financial Officer’s Certificate. On the Closing Date, the Initial Purchasers shall have received a written certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, substantially in the form set forth in Exhibit D hereto.

(i) Bring-down Comfort Letter. On the Closing Date the Initial Purchasers shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

(j) PORTAL Listing. At the Closing Date the Notes shall have been designated for trading on the PORTAL market.

(k) Registration Rights Agreement. The Company and the Guarantors shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.

(l) Concurrent Transactions. The Concurrent Transactions shall have been consummated on terms and conditions acceptable to the Initial Purchasers.

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(m) Assumption Agreements. The initial purchasers shall have received an Assumption Agreement in the form of Exhibit C hereto duly executed by American Tire Distributors, Inc. and each of the Guarantors.

(n) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to the last paragraph of Section 5 (except as to Section 5(b), or if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors jointly and severally agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

(a) Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.

(b) The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Securities.

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(c) Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT:

(A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

(B) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE 501(a)(l),(2), (3) or (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

(C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A) TO THE COMPANY,

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

(E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR

(F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH

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2(E) OR (F) ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.

SECTION 8. Indemnification.

(a) Indemnification of the Initial Purchasers. The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act from and against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser or such controlling person or affiliate may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such controlling person or affiliate for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such controlling person or affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished to the Company by the Initial Purchasers expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto); provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such

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Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 3 hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company may otherwise have.

(b) Indemnification of the Company, its Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and each of its directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use therein; and to reimburse the Company, or any such director or controlling person for any legal and other expenses reasonably incurred by the Company, or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the fourth sentence of the sixth paragraph, and the eighth paragraph under the caption “Plan of Distribution” as set forth in the Preliminary Offering Memorandum; and the Initial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to

22

assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (Banc of America Securities LLC in the case of Section 8 and Section 9), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

SECTION 9. Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then (i) each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the

23

Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Guarantors, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company or any Guarantor, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 for purposes of indemnification.

The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discounts and commissions received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser and each director of the Company or any Guarantor, and each person, if any, who controls the Company with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company or any Guarantor.

SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time: (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware

24

authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 10 shall be without liability on the part of (A) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof (except in the case of any termination pursuant to clause (ii) or (iii) of the foregoing sentence, (B) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements and any certificate delivered hereto of the Company and the Guarantors, of their respective officers, and of the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Company or any Guarantor or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Banc of America Securities LLC

9 West 57^th Street

New York, New York 10019

Facsimile: (212) 583-8295

Attention: High Yield Capital Markets

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

Facsimile: 212-450-3800

Attention: Michael P. Kaplan

If to the Company, the Guarantors:

American Tire Distributors, Inc.

12200 Herbert Wayne Court

Suite 150

Huntersville, NC 28070

Facsimile: (704) 992-1294

Attention: J. Michael Gaither

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with a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10016

Facsimile: (212) 351-4035

Attention: Sean P. Griffiths

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Securities as such from any of the Initial Purchasers.

SECTION 14. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

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SECTION 16. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Offering Memorandum or any other documents or arrangements may be effected.

As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

SECTION 17. Tax Disclosure. Notwithstanding anything to the contrary contained herein, each of the Initial Purchasers, the Company and the Guarantors shall be permitted to disclose the tax treatment and tax structure of each of the transactions contemplated by this Agreement and the Offering Memorandum (each, a “Transactions”) (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information); provided, however, that if any Transaction is not consummated for any reason, the provisions of this sentence shall cease to apply with respect to such Transaction.

SECTION 18. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[The rest of this page left intentionally blank]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
ATD MERGERSUB, INC.
By:	/s/ Steven G. Puccinelli
Name:	Steven G. Puccinelli
Title:	President

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
By:	/s/ Donald Hardie
Name:	Donald Hardie
Title:	Secretary

[Purchase Agreement]

The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC WACHOVIA CAPITAL MARKETS, LLC
By:	Banc of America Securities LLC
By:	/s/ Bruce Thompson
	Managing Director

SCHEDULE A

Initial Purchasers	Aggregate Principal Amount of Floating Rate Notes to be Purchased		Aggregate Principal Amount of Fixed Rate Notes to be Purchased
Banc of America Securities LLC	$	90,000,000	$	84,000,000
Credit Suisse First Boston LLC		30,000,000		28,000,000
Wachovia Capital Markets, LLC		30,000,000		28,000,000
Total	$	150,000,000	$	140,000,000

Schedule A-1

SCHEDULE B

Guarantors

The Speed Merchant, Inc.

T.O. Haas Holding Co., Inc.

T.O. Haas Tire Company, Inc.

Texas Market Tire Holdings I, Inc.

Texas Market Tire, Inc.

Target Tire, Inc.

Schedule B-1

SCHEDULE C

Foreign Jurisdictions

The following lists the jurisdictions of incorporation and Foreign Jurisdictions for the Company and each of its subsidiaries.

American Tire Distributors, Inc., a Delaware corporation

Alabama	Maine	Oklahoma
Arizona	Maryland	Oregon
Arkansas	Massachusetts	Pennsylvania
California	Michigan	Rhode Island
Colorado	Minnesota	South Carolina
Connecticut	Mississippi	South Dakota
District of Columbia	Missouri	Tennessee
Florida	Montana	Texas
Georgia	Nebraska	Utah
Idaho	Nevada	Vermont
Illinois	New Jersey	Virginia
Indiana	New Mexico	Washington
Iowa	New York	West Virginia
Kansas	North Carolina	Wisconsin
Kentucky	North Dakota	Wyoming
Louisiana	Ohio

The Speed Merchant, Inc., a California corporation

Arizona

T.O. Haas Holding Co., Inc., a Nebraska corporation

None.

T.O. Haas Tire Company, a Nebraska corporation

Missouri

Texas Market Tire Holdings I, Inc., a Texas corporation

None.

Texas Market Tire, Inc., a Texas corporation

New Mexico                             Oklahoma

Target Tire, Inc., a North Carolina corporation

Tennessee

Schedule C-1

EXHIBIT A-1

Opinion of General Counsel of the Company

Opinion of J. Michael Gaither, General Counsel of the Company to be delivered pursuant to Section 5 of the Purchase Agreement.

1. Target Tire is a validly existing corporation in good standing under the laws of the State of North Carolina and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party.

2. The execution and delivery by Target Tire of the Transaction Agreements to which it is a party and the performance of its obligations thereunder have been duly authorized by all necessary corporate action. Each of the Transaction Agreements to which Target Tire is a party has been duly executed and delivered by Target Tire.

3. The issuance of the Notes and the Exchange Securities and the execution, delivery and performance by each of the Issuer and the Guarantors of the other Transaction Agreements to which it is a party and compliance by the Issuer and the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Agreements do not and will not result in a breach of or default under any material contracts of the Company and the Guarantors (other than Holdings, as to which I express no opinion), except for such breaches or defaults (a) as to which requisite waivers or consents have been obtained or (b) which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Company and the Guarantors (other than Holdings), taken as a whole.

4. The execution, delivery and performance by Target Tire of the Transaction Agreements to which it is a party, do not and will not violate the charter or bylaws of Target Tire.

5. The execution, delivery and performance by Target Tire of the Transaction Agreements to which it is a party, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the State of North Carolina under, any law or regulation of the State of North Carolina applicable to Target Tire that, in my experience, is generally applicable to transactions in the nature of those contemplated by the Transaction Agreements, except for such filings or approvals as already have been obtained.

6. To my knowledge, there is no action, suit or proceeding against the Company or any Guarantor (other than Holdings, as to which I express no opinion) that is pending or has been overtly threatened in writing (a) with respect to any of the Transaction Agreements or any of the transactions contemplated thereby or (b) that would reasonably be expected to have a material adverse effect on the Company and the Guarantors (other than Holdings), taken as a whole.

Exhibit A-1-1

Letter of J. Michael Gaither, General Counsel of the Company to be delivered pursuant to Section 5 of the Purchase Agreement.

I have participated in conferences with officers and other representatives of the Company, representatives of the independent auditors of the Company and your representatives and counsel at which the contents of the Offering Memorandum and related matters were discussed. On the basis of the foregoing, and except for the financial statements and schedules, statistical information derived therefrom and other financial information included therein, as to which I express no opinion or belief, no facts have come to my attention that lead me to believe that the Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exhibit A-1-2

EXHIBIT A-2

Opinion of Special Counsel of the Company

Opinion of Gibson, Dunn & Crutcher LLP, Special Counsel of the Company, to be delivered pursuant to Section 5 of the Purchase Agreement.

1. Each Specified Obligor is a validly existing corporation in good standing under the laws of its state of incorporation or formation and has all requisite corporate authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party.

2. The execution and delivery by each Specified Obligor of the Transaction Agreements to which it is a party and the performance of its obligations thereunder have been duly authorized by all necessary corporate action. Each of the Transaction Agreements (other than the Notes, Guarantees, the Exchange Securities and Exchange Note Guarantees) has been duly executed and delivered by each Specified Obligor party thereto.

3. Each of the Indentures and the Registration Rights Agreement constitutes a legal, valid and binding obligation of the Company (and, effective upon the Merger, each Guarantor) party thereto, enforceable against it in accordance with its terms.

4. The Notes, when executed and authenticated in accordance with the provisions of the applicable Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. When the Notes and the Guarantees endorsed thereon have been duly executed and authenticated in accordance with the provisions of the applicable Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, each Guarantee of each Guarantor will be the legal, valid and binding obligation of such Guarantor, enforceable against it in accordance with its terms.

5. The Exchange Securities, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Notes pursuant to the Exchange Offer in accordance with the provisions of the Registration Rights Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. When the Exchange Securities and the Exchange Note Guarantees endorsed thereon have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Notes and the Guarantees in accordance with the provisions of the Registration Rights Agreement, each Exchange Note Guarantee of each Guarantor will be the legal, valid and binding obligation of such Guarantor, enforceable against it in accordance with its terms.

6. The issuance of the Notes, Guarantees, Exchange Securities and Exchange Note Guarantees and the execution, delivery and performance by each Obligor of the other Transaction Agreements to which it is a party, do not and will not (i) violate (A) in the case of any Specified Obligor, the charter or bylaws or operating agreement of such Specified Obligor, (B) based solely upon review of the orders, judgments or decrees identified to us in the Officers’

Exhibit A-2-1

Certificate as constituting all orders, judgments or decrees binding on such Obligor, which are listed on the Schedule hereto (each, a “Governmental Order”), any Governmental Order or (ii) based solely upon review of the documents identified to us by Holdings as constituting all contracts to which Holdings or MergerSub is a party and which are material to Holdings or MergerSub, taken as a whole (each a “Contract”), result in a material breach or default under any Contract.

7. The issuance of the Notes, Guarantees, Exchange Securities and Exchange Note Guarantees and the execution, delivery and performance by each Obligor of the other Transaction Agreements to which it is a party, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the State of New York or the United States of America under, any law or regulation of the State of New York or the United States of America applicable to the Obligors that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Transaction Agreements, the California General Corporation Law or the Delaware General Corporation Law, except for such filings or approvals as have already been obtained.

8. No Obligor is, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum no Obligor will be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

9. Assuming the accuracy of the representations and warranties of the Obligors and the Initial Purchasers and compliance by them with their agreements contained in the Purchase Agreement, no registration of the Notes and Guarantees under the Securities Act of 1933, as amended (the “Securities Act”), and no qualification of the Indentures under the Trust Indenture Act of 1939, as amended, is required for the sale and delivery of the Notes and Guarantees to the Initial Purchasers on the date hereof or for resales by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Final Memorandum, it being understood that we express no opinion as to any subsequent resale of the Notes and Guarantees.

10. Insofar as the statements in the Final Memorandum purport to describe specific provisions of the Notes, the Exchange Notes, the Guarantees, the Exchange Guarantees, the Indentures, the Registration Rights Agreement or the Amended and Restated Credit Facility, such statements present in all material respects an accurate summary of such provisions.

11. To the extent that the statements in the Final Memorandum under the caption “Certain United States Federal Income Consequences,” purport to describe specific provisions of the Internal Revenue Code, such statements present in all material respects an accurate summary of such provisions.

12. To our knowledge, Holdings or MergerSub is not a party to any pending legal proceeding, or any legal proceeding that has been overtly threatened in writing, that seeks to prevent the execution and delivery by Holdings or MergerSub of any Transaction Agreement or the performance by Holdings or MergerSub of its obligations thereunder.

Exhibit A-2-2

Letter of Gibson, Dunn & Crutcher LLP, Special Counsel of the Company, to be delivered pursuant to Section 5 of the Purchase Agreement.

We have participated in conferences with officers and other representatives of the Company, representatives of the independent auditors of the Company and your representatives and counsel at which the contents of the Offering Memorandum and related matters were discussed. Because the purpose of our professional engagement was not to establish or confirm factual matters and because the scope of our examination of the affairs of the Company and the subsidiary guarantors did not permit us to verify the accuracy, completeness or fairness of the statements set forth in the Offering Memorandum, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum except insofar as such statements specifically relate to us and except to the extent set forth in paragraphs 10 and 11 of our opinion delivered to you dated the date hereof.

On the basis of the foregoing, and except for the financial statements and schedules, statistical information derived therefrom and other financial information included therein, as to which we express no opinion or belief, no facts have come to our attention that led us to believe that the Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exhibit A-2-3

EXHIBIT A-3

Opinion of Special Counsel for T.O. Haas Holding Co., Inc.

and T.O. Haas Tire Company, Inc.

Opinion of Demars Gordon Olson & Zalewski, special counsel for T.O. Haas Holding Co., Inc. and T.O. Haas Tire Company, Inc., to be delivered pursuant to Section 5 of the Purchase Agreement.

1. Each Nebraska Entity is a validly existing corporation in good standing under the laws of the State of Nebraska and has all requisite corporate authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party.

2. The execution and delivery by each Nebraska Entity of the Transaction Agreements to which it is a party and the performance of its obligations thereunder have been duly authorized by all necessary corporate action. Each of the Transaction Agreements has been duly executed and delivered by each Nebraska Entity party thereto.

3. The execution, delivery and performance by each Nebraska Entity of the Transaction Agreements to which it is a party, do not and will not violate the charter or bylaws or operating agreement of such Nebraska Entity.

4. The execution, delivery and performance by each Nebraska Entity of the Transaction Agreements to which it is a party, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the State of Nebraska under, any law or regulation of the State of Nebraska applicable to the Nebraska Entities that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Transaction Agreements, except for such filings or approvals as have already been obtained.

Exhibit A-3-1

EXHIBIT A-4

Opinion of Special Counsel for Texas Market Tire Holdings I, Inc.

and Texas Market Tire, Inc.

Opinion of Craig, Terrell, Hale & Grantham, L.L.P., special counsel for Texas Market Tire Holdings I, Inc. and Texas Market Tire, Inc., to be delivered pursuant to Section 5 of the Purchase Agreement.

1. Each Texas Entity is a validly existing corporation in good standing under the laws of the State of Texas and has all requisite corporate authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party.

2. The execution and delivery by each Texas Entity of the Transaction Agreements to which it is a party and the performance of its obligations thereunder have been duly authorized by all necessary corporate action on the part of each such Texas Entity. Each of the Transaction Agreements has been duly executed and delivered by each Texas Entity party thereto.

3. The execution, delivery and performance by each Texas Entity of the Transaction Agreements to which it is a party, do not and will not violate the charter or bylaws of such Texas Entity.

4. The execution, delivery and performance by each Texas Entity of the Transaction Agreements to which it is a party, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the State of Texas under, any law or regulation of the State of Texas applicable to the Texas Entities that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Transaction Agreements to which such Texas Entity is a party, except for such filings or approvals as have already been obtained.

Exhibit A-4-1

EXHIBIT B

[Form of Registration Rights Agreement]

Exhibit B-1

EXHIBIT C

ASSUMPTION AGREEMENT

American Tire Distributors, Inc. (“American Tire”), as of the date hereof, hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of the “Company” under the Purchase Agreement (the “Purchase Agreement”) dated March 23, 2005 between ATD MergerSub, Inc. and the Initial Purchasers named therein, including without limitation, the indemnity and contribution obligations under the Purchase Agreement. All references in the Purchase Agreement to the “Company” shall hereafter refer to American Tire and its successors.

Each of The Speed Merchant, Inc., T.O. Haas Holding Co., Inc., T.O. Haas Tire Company, Inc., Texas Market Tire Holdings I, Inc., Texas Market Tire, Inc. and Target Tire, Inc. (the “Assuming Guarantors”), as of the date hereof, hereby makes the representations and warranties and expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities, of a “Guarantor” under the Purchase Agreement, including without limitation, any indemnity and contribution obligations under the Purchase Agreement. All references in the Purchase Agreement to the “Guarantors” shall hereafter refer to each of the Assuming Guarantors and their respective successors.

[Signature Page Follows]

Exhibit C-1

IN WITNESS WHEREOF, each of the undersigned executed and delivered this Assumption Agreement as of March [    ], 2005.

AMERICAN TIRE DISTRIBUTORS, INC.

By:

Name:

Title:

THE SPEED MERCHANT, INC.

T.O. HAAS HOLDING CO., INC.

T.O. HAAS TIRE COMPANY, INC.

TEXAS MARKET TIRE HOLDINGS I, INC.

TEXAS MARKET TIRE, INC.

TARGET TIRE, INC.

By:

Name:

Title:

Exhibit C-2

EXHIBIT D

AMERICAN TIRE DISTRIBUTORS, INC.

OFFICER’S CERTIFICATE

Reference is made to (i) the Purchase Agreement dated March 23, 2005 among American Tire Distributors, Inc. (the “Company”), the Guarantors named therein, American Tire Distributors Holdings, Inc. and the Initial Purchasers named therein (the “Purchase Agreement”), and (ii) the Company’s Offering Memorandum dated March 23, 2005 (the “Offering Memorandum”) relating to the offer and sale by the Company of Senior Floating Rate Notes due 2012 and 10.750% Senior Notes due 2013.

Pursuant to Section 5(h) of the Purchase Agreement, the undersigned hereby certifies that:

1. Attached hereto as Exhibit A is (a) a schedule listing (i) the thirty-two Target Tire employees who have filled positions vacated by former employees of the Company, together with the compensation paid to such employees during the 2004 fiscal year and the amounts expected to be paid to such employees in fiscal year 2005 and (ii) the names of each of such former employees and the date they left the Company’s employ, and (b) the Form W-2’s for the 2004 fiscal year of the former employees of the Company who have been so replaced as described in clause 1(a) hereof. For purposes of preparing its estimated cost savings due to payroll reductions (as further described in paragraph 4 below), the Company assumed that only sixteen Target Tire employees filled positions vacated by former employees of the Company.

2. Attached hereto as Exhibit B is a schedule of the sixty trucks (including vehicle identification numbers (“VINs”)) currently held by the Company with leases that will expire by December 31, 2005, together with the estimated payments made under those leases and other expenses during 2004. The Company has seventeen Target Tire trucks which are also listed on Exhibit B (including VINs) not currently being used which will replace seventeen of the trucks described in the first sentence of this clause (2).

3. Attached hereto as Exhibit C is a schedule setting forth Target Tire’s spending on computer licenses and related consulting services in 2004 and a copy of the relevant license agreements. None of such licenses or services are being utilized following the acquisition of Target Tire and we have incurred no incremental expenses to replace such licenses and services.

4. Attached hereto as Exhibit D is a schedule listing the assumptions and calculations used by the Company in preparing the Company’s estimated cost savings due to payroll and truck reductions as well as the termination of Target Tire’s computer systems. Such assumptions and calculations are reasonable.

5. On the basis of such assumptions and calculations, the amount of such cost savings described in the Offering Memorandum under footnote 5 to “Summary Historical and Unaudited Pro Forma Consolidated Financial Data” is correct in all material respects and I have no reason to believe that the cost savings will not be achieved.

[Signature Page Follows]

Exhibit D-1

IN WITNESS WHEREOF, I have signed this certificate.

Date: March [    ], 2005

Very truly yours,
AMERICAN TIRE DISTRIBUTORS, INC.
By:
Name:	Scott A. Deininger
Title:	Senior Vice President of Finance and
	Administration and Treasurer

[Company Chief Financial Officer’s Certificate]

Exhibit D-2

ANNEX I

Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that:

Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not undertake any “directed selling efforts” nor cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S.

Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Notes were first offered to persons other than “distributors” (as defined in Regulation S) in reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S.”

Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

Annex I-1

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC WACHOVIA CAPITAL MARKETS, LLC
By: Banc of America Securities LLC
By:	/s/ ILLEGIBLE
	Managing Director

EX-10.65

Exhibit 10.65

EXECUTION COPY

WARRANT AGREEMENT

Dated as of March 31, 2005

By and Between

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

And

THE PURCHASER NAMED HEREIN

TABLE OF CONTENTS

SECTION 1.	DEFINITIONS	1
SECTION 2.	ISSUANCE OF WARRANTS; WARRANT CERTIFICATES	3
SECTION 3.	TERMS OF WARRANTS; EXERCISE OF WARRANTS	7
SECTION 4.	PAYMENT OF TAXES	8
SECTION 5.	RESERVATION OF WARRANT SHARES	9
SECTION 6.	ADJUSTMENT OF NUMBER OF WARRANT SHARES ISSUABLE	10
SECTION 7.	FRACTIONAL INTERESTS	16
SECTION 8.	NOTICES TO WARRANT HOLDERS	16
SECTION 9.	NOTICES TO COMPANY	18
SECTION 10.	SUPPLEMENTS AND AMENDMENTS	18
SECTION 11.	CERTAIN AMENDMENTS	18
SECTION 12.	SUCCESSORS	19
SECTION 13.	TERMINATION	19
SECTION 14.	GOVERNING LAW	19
SECTION 15.	BENEFITS OF THIS AGREEMENT	19
SECTION 16.	COUNTERPARTS	19

i

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”).

WHEREAS, Holdings proposes, among other things, to issue and sell pursuant to the Purchase Agreement, dated as of March 25, 2005, by and between Holdings and the Purchaser, (the “Purchase Agreement”), 8% Cumulative Redeemable Preferred Stock (the “Redeemable Preferred Stock”) and warrants (the “Warrants”) to initially purchase up to an aggregate of 21,895 shares of non-voting Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), or, following an initial public offering as provided in the Charter (defined below), an equivalent number of shares of voting Common Stock, par value $0.01 per share (the “Post-IPO Common Stock”), of Holdings (the Series A Common Stock or Post-IPO Common Stock, as the case may be, issuable on exercise of the Warrants being referred to herein as the “Warrant Shares”).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms shall have the following respective meanings:

“Adjustment Transaction” shall have the meaning set forth in Section 6(i).

“Affiliate” means, with respect to any Person, a Person (a) directly or indirectly controlling, controlled by, or under common control with, such Person or (b) ten percent (10%) or more of whose voting stock or other voting equity interest is directly or indirectly owned or held by such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such a Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Share” shall have the meaning set forth in Section 6(e).

“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof. Unless otherwise specified, “Board of Directors” refers to the Board of Directors of Holdings.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

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“Charter” means the Certificate of Incorporation of Holdings in effect immediately following the Closing Date, as such Charter may thereafter from time to time be amended in accordance with applicable law and such Charter.

“Closing Date” means the date hereof.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Agreement such Commission is not existing and performing the duties now assigned to it under the Exchange Act, the body performing such duties at such time.

“Common Stock” means collectively, shares now or hereafter authorized of any class of common stock of Holdings, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of Holdings without limit as to per share amount.

“Convertible Securities” means (i) evidences of indebtedness, shares of stock or other securities (including, without limitation, options and warrants) that are directly or indirectly convertible, exercisable or exchangeable, with or without payment of additional consideration in cash or property, for shares of Common Stock, either immediately or upon the onset of a specified date or the happening of a specified event or (ii) stock appreciation rights, phantom stock rights or other rights with equity features.

“Current Market Price” shall have the meaning set forth in Section 6(e).

“Distribution” shall have the meaning set forth in Section 6(d).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder and any successor statute.

“Exercise Price” means the purchase price per share of Series A Common Stock to be paid upon the exercise of each Warrant in accordance with the terms hereof, which price shall initially be $0.01 per share, subject to adjustment from time to time pursuant to Section 6 hereof.

“Fair Value” shall have the meaning set forth in Section 6(e).

“Holder” means a Person who is listed as the record owner of Warrants, Warrant Shares and any other securities issued or issuable with respect to the Warrants or the Warrant Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Holdings” means American Tire Distributors Holdings, Inc., a Delaware corporation.

“Independent Financial Expert” means a nationally recognized independent financial expert, investment banking firm or accounting firm.

2

“Officer” means, with respect to any Person, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to Holdings in form and substance reasonably acceptable to Holdings.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business.

“Purchaser” shall have the meaning set forth in the preamble hereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

“Series A Common Stock” shall have the meaning set forth in the Recitals.

“Transfer Agent” shall have the meaning set forth in Section 5(b).

“Warrants” shall have the meaning set forth in the Recitals.

“Warrant Certificate” shall have the meaning set forth in Section 2.1.

“Warrant Registrar” shall have the meaning set forth in Section 2.3.

“Warrant Shares” shall have the meaning set forth in the Recitals.

SECTION 2. ISSUANCE OF WARRANTS; WARRANT CERTIFICATES

2.1 Form and Dating. The Warrants shall be substantially in the form of Exhibit A hereto (the “Warrant Certificates”). The Warrants may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Warrant shall be dated the date of signature by an Officer.

The terms and provisions contained in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement. Holdings, by its execution and delivery of this Agreement, expressly agrees to such terms and provisions and to be bound thereby. However, to the extent any provision of any Warrant conflicts with the express provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.

3

2.2 Execution. An Officer shall sign the Warrants for Holdings by manual or facsimile signature.

2.3 Warrant Registrar. Holdings shall maintain an office or agency where Warrants may be presented for registration of transfer or for exchange (“Warrant Registrar”). The Warrant Registrar shall keep a register of the Warrants and of the Warrant Shares and of their transfer and exchange. Holdings may appoint one or more co-Warrant Registrars. The term “Warrant Registrar” includes any co-Warrant Registrar. Holdings may change any Warrant Registrar without notice to any Holder. Holdings shall notify the Holders in writing of the name and address of any agent not a party to this Agreement. Holdings or any of its subsidiaries may act as Warrant Registrar. Holdings will initially act as Warrant Registrar.

2.4 Holder Lists. Holdings shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. The Warrants shall initially be registered in such name or names as the Purchaser shall designate.

2.5 Transfer and Exchange

(a) Transfer and Exchange of Warrants. Upon written request by a Holder of Warrants and such Holder’s compliance with the provisions of this Section 2.5, the Warrant Registrar shall register the transfer or exchange of Warrants. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Warrant Registrar the Warrants duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Warrant Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall deliver a certificate in the form of Exhibit B hereto and, if reasonably requested by Holdings, an Opinion of Counsel.

(b) Private Placement Legend. The following legend, in substantially the following form, shall appear on the face of all Warrants and/or Warrant Shares as appropriate (and all Warrants and Warrant Shares issued in exchange therefor or substitution thereof) issued under this Agreement:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE

4

SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.

IN CONNECTION WITH ANY TRANSFER, IF REASONABLY REQUESTED BY THE ISSUER THE HOLDER SHALL DELIVER TO THE ISSUER AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE AND SUCH CERTIFICATES AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE REQUIRED TO BE EXERCISED UPON THE DEMAND OF THE ISSUER, UPON THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ISSUER. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ISSUER.

THIS SECURITY IS SUBJECT TO MANDATORY REDEMPTION BY THE ISSUER. SUCH REDEMPTION CAN BE ACCOMPLISHED WITHOUT THE CERTIFICATES REPRESENTING SUCH SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE ISSUER GIVES NOTICE OF SUCH REDEMPTION. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH SECURITYHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF STOCK OR SERIES OF STOCK OF THE ISSUER AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.”

(c) General Provisions Relating to Transfers and Exchanges

(i) To permit registrations of transfers and exchanges, Holdings shall execute Warrants upon the Warrant Registrar’s request.

(ii) No service charge shall be made to a holder of a Warrant for any registration of transfer or exchange, but Holdings may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

5

(iii) All Warrants issued upon any registration of transfer or exchange of Warrants shall be the duly authorized, executed and issued warrants for Series A Common Stock or Post-IPO Common Stock, as the case may be, of Holdings, not subject to any preemptive rights, and entitled to the same benefits under this Agreement as the Warrants surrendered upon such registration of transfer or exchange.

(iv) Prior to due presentment for the registration of a transfer of any Warrant, Holdings may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant for all purposes and Holdings shall not be affected by notice to the contrary.

(d) Facsimile Submissions to Warrant Registrar

All certifications, certificates and Opinions of Counsel required to be submitted to the Warrant Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile with the original to follow immediately thereafter.

The Warrant Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates. As to any Opinions of Counsel delivered pursuant to this Section 2.5, the Warrant Registrar may rely upon, and be fully protected in relying upon, such opinions.

2.6 Replacement Warrants. If any mutilated Warrant is surrendered to Holdings and Holdings receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, Holdings shall issue a replacement Warrant. If required by Holdings, an indemnity bond must be supplied by the Holder that is sufficient in the reasonable judgment of Holdings to protect Holdings from any loss that it may suffer if a Warrant is replaced. Holdings may charge for its expenses in replacing a Warrant.

Every replacement Warrant is an additional warrant of Holdings and shall be entitled to all of the benefits of this Agreement equally and proportionately with all other Warrants duly issued hereunder.

2.7 Cancellation. Holdings at any time may deliver Warrants to the Warrant Registrar for cancellation. Holdings shall forward to the Warrant Registrar any Warrants surrendered to it for registration of transfer, exchange or exercise. The Warrant Registrar, and no one else, shall cancel all Warrants surrendered for registration of transfer, exchange, exercise, replacement or cancellation and shall destroy canceled Warrants (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Warrants shall be delivered to Holdings. Holdings may not issue new Warrants to replace Warrants that have been exercised or that have been delivered to the Warrant Registrar for cancellation.

6

SECTION 3. TERMS OF WARRANTS; EXERCISE OF WARRANTS

(a) The Warrants are separately transferable from the Redeemable Preferred Stock. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised during the period commencing on the date hereof and until 5:00 p.m., New York City time on September 30, 2015, to receive from Holdings the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (i) in cash, by wire transfer or by certified or official bank check payable to the order of Holdings or (ii) by tendering Warrants as set forth in Section 3(b), in each case, equal to the Exercise Price then in effect for such Warrant Shares; provided that Holders shall be able to exercise their Warrants only if a registration statement relating to the exercise of the Warrants is then in effect or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the state in which the Holder of the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on September 30, 2015 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

(b) At the option of the Holder, Warrant Shares to be acquired upon the exercise of the Warrant will be applied automatically to pay the Exercise Price in connection with a cashless exercise of the Warrant in whole or in part. Any Warrant Shares transferred to Holdings as cashless payment of the Exercise Price under the Warrant shall be valued at the fair value per share, as determined on the day immediately preceding the date the Warrant is presented for exercise in good faith by the Board of Directors of Holdings whose determination shall be conclusive.

(c) In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder must deliver to Holdings the Warrant Certificate and the form of election to purchase on the reverse thereof duly filled in and signed, and payment to Holdings of the Exercise Price, which is set forth in the form of Warrant Certificate attached hereto as Exhibit A, for the number of Warrant Shares, as adjusted as herein provided, in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash, by wire transfer or by certified or official bank check payable to the order of Holdings or (iii) by tendering Warrants as set forth in Section 3(b).

(d) Subject to the provisions of Section 4 hereof, upon compliance with clauses (a), (b) and (c) above, Holdings shall deliver or cause to be delivered promptly, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants, together cash in lieu of fractional shares as provided in Section 7 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by Holdings as described in Section 6(i) hereof, or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, Holdings shall, as soon as possible, but in any event not later than five thereafter, deliver

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or cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence or other securities or property to which such Holder is entitled hereunder, together with cash as provided in Section 7 hereof. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price, and from such date, regardless of when Holdings actually mails such certificate, the Holder shall be deemed for all purposes to be the holder of record of the Warrant Shares deliverable by Holdings.

(e) The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part. If less than all the Warrants represented by a Warrant are exercised, such Warrant shall be surrendered and a new Warrant of the same tenor and for the number of Warrants which were not exercised shall be executed by Holdings and delivered to the Holder, registered in such name or names as may be directed in writing by the Holder.

(f) Notwithstanding anything herein to the contrary, upon a Tag-Along Transfer, then to the extent the Warrants shall not have been exercised or the holder of the Warrant Shares issued upon such exercise shall not have given a Tag-Along Notice in each case on or before the Tag-Along Acceptance Date, such Warrants shall be subject to redemption pursuant to the Charter and the Holders thereof shall be entitled to receive the Tag-Along Redemption Price (reduced by the aggregate Exercise Price payable by such Holders), in each case as if such Warrants had been exercised immediately prior to the Tag-Along Acceptance Date. Upon receipt of such payment, if any, the rights of a Holder of such Warrant shall terminate and cease and such Holder’s Warrants shall expire. The Warrants shall be subject to mandatory exercise as provided in the Charter. Capitalized terms not otherwise defined in this Section 3(f) have the meanings set forth in the Charter.

(g) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Registrar. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Registrar in a manner satisfactory to Holdings.

(h) Holdings shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. Holdings shall supply the Holders from time to time with such numbers of copies of this Agreement as the Holders may request.

SECTION 4. PAYMENT OF TAXES

Holdings will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided that Holdings shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the Holder of a Warrant Certificate surrendered upon the

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exercise of a Warrant, and Holdings shall not be required to issue or deliver such Warrant Certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to Holdings the amount of such tax or shall have established to the satisfaction of Holdings that such tax has been paid.

SECTION 5. RESERVATION OF WARRANT SHARES

(a) Holdings will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Series A Common Stock and Post-IPO Common Stock or its authorized and issued Series A Common Stock or Post-IPO Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Series A Common Stock or Post-IPO Common Stock which may then be deliverable upon the exercise of all outstanding Warrants.

(b) Holdings or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of Holdings Capital Stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. Holdings will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of Holdings Capital Stock issuable upon the exercise of the rights of purchase represented by the Warrants. Holdings will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in Section 7 hereof. Holdings will furnish such Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 8 hereof.

(c) Before taking any action which would cause an adjustment pursuant to Section 6 hereof to reduce the effective Exercise Price below the then par value (if any) of the Warrant Shares, Holdings will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by Holdings), be necessary in order that Holdings may validly and legally issue fully paid and nonassessable Warrant Shares at the effective Exercise Price.

(d) Holdings covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof.

(e) Holdings shall use its reasonable best efforts (including, if necessary, obtaining an amendment to the Charter) to ensure that there remains a sufficient number of shares of Series A Common Stock or Post-IPO Common Stock, as the case may be, that are authorized under the Charter and unissued to satisfy Holdings obligations under this Agreement.

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SECTION 6. ADJUSTMENT OF NUMBER OF WARRANT SHARES ISSUABLE

Each Warrant will initially be exercisable by the Holder thereof into one share of Series A Common Stock. The number of Warrant Shares that may be purchased upon the exercise of each Warrant will be subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 6.

(a) Adjustments for Change in Common Stock. If at any time after the date of this Agreement Holdings:

(i) pays a dividend or makes a distribution on its Common Stock exclusively in shares of its Common Stock;

(ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares;

(iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares;

(iv) issues by reclassification of its Common Stock (including conversion of the Series A Common Stock into Post-IPO common Stock) any Capital Stock of Holdings (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock); or

(v) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock other than Common Stock;

then the number of Warrant Shares for which each Warrant may be exercised immediately prior to such action shall be proportionately adjusted upon occurrence of such event (and any other appropriate actions shall be taken by Holdings) so that the Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of Capital Stock of Holdings that such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. If upon exercise of a Warrant after an adjustment to the number of Warrant Shares for which each Warrant may be exercised pursuant to clauses (iv) or (v) of this Section 6(a), the Holder of such Warrant may receive shares of two or more classes or series of equity of Holdings, the exercise rights and the number of shares of each class of Capital Stock for which each Warrant may be exercised shall thereafter be subject to further adjustment on terms comparable to those applicable to the Common Stock in this Section 6. The adjustment pursuant to this Section 6(a) shall be made successively each time that any event listed in this Section 6(a) above shall occur. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

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(b) Adjustments for Issuances. In case Holdings shall issue Common Stock or Convertible Securities to one or more of its Affiliates in a transaction or series of related transactions in which more than 75% of the number of shares of such Common Stock or Convertible Securities are issued to such Affiliates for a consideration per share of Common Stock (determined in the case of such Convertible Securities, by dividing (x) the total amount receivable by Holdings in consideration of the sale and issuance of such Convertible Securities, plus the total consideration payable to Holdings upon exercise, conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such Convertible Securities) less than the Current Market Price (determined as provided in Section 6(e)), the number of Warrant Shares for which each Warrant may be exercised shall be determined by multiplying the number of Warrant Shares issuable immediately prior to the close of business on the date on which Holdings fixes the offering price of such additional shares by a fraction (not less than one) of which the numerator shall be the number of shares of Common Stock outstanding immediately after giving effect to such issuance (and assuming that such Convertible Securities had been fully exercised or converted, as the case may be) and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date on which Holdings fixes the offering price of such Common Stock or Convertible Securities plus a number of shares of Common Stock determined by dividing the aggregate consideration received by or payable to Holdings for the additional shares of Common Stock so issued or sold or to be issued, purchased or subscribed for upon exercise of such Convertible Securities by the Current Market Price (determined as provided in Section 6(e)) based on the date on which Holdings fixes the offering price of such additional shares. The increase in the number of Warrant Shares provided for in the preceding sentence shall not apply to (a) the issuance of securities in transactions described in Section 6(a) or pursuant to the exercise, exchange or conversion of any such securities; (b) the grant of any Common Stock or Convertible Securities issued to employees, directors or consultants of Holdings or its Affiliates under any stock option, stock incentive or other compensatory plan or arrangement that has been approved by Holdings’ Board of Directors, provided that such increase shall apply to the aggregate of such grants to Persons who are Affiliates (other than as a result of being an officer or director of Holdings) or employees of any member of the Initial Control Group (as defined in the Certificate of Designation relating to the Redeemable Preferred Stock) to the extent in excess of 1% of the of then outstanding shares of Common Stock of Holdings; or (c) any Convertible Security outstanding on the Closing Date or the issuance of securities on conversion thereof. The adjustment pursuant to this Section 6(b) shall be made successively each time that any event listed in this Section 6(b) above shall occur and shall be effective immediately after the issuance of such Common Stock or Convertible Securities.

(c) Superseding Adjustment. If, at any time (x) after any adjustment in the number of shares issuable upon exercise of the Warrants shall have been made pursuant to Section 6(b) on the basis of the issuance of Convertible Securities or (y) after new adjustments in the number of shares issuable upon exercise of the Warrants shall have been made pursuant to this Section 6(c),

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(i) the right of conversion, exercise or exchange in such Convertible Securities shall expire, and the right of conversion, exercise or exchange in respect of any or all of such Convertible Securities shall not have been exercised, and/or

(ii) the consideration per share for which, or the number of, shares of Common Stock are issuable pursuant to the terms of such Convertible Securities shall be increased or decreased by virtue of provisions therein or by virtue of the conversion rate or exchange rate of such security being changed upon the arrival of a specified date or the happening of a specified event or by agreement between Holdings and the holders of such securities,

such previous adjustment shall be rescinded and annulled. Thereupon, a recomputation shall be made of the effect of such rights, options or warrants, or convertible or exchangeable securities on the basis of

(A) treating the number of shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such right of conversion, exercise or exchange as having been issued on the date or dates of such exercise and for the consideration actually received and receivable therefor, and treating the Convertible Securities that have expired and have not been exercised as if such securities had not been issued, and

(B) with respect to securities as to which the consideration per share of Common Stock or the number of shares of Common Stock issuable has been changed, treating any such Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase or decrease for the consideration per share for which shares of Common Stock are issuable under such Convertible Securities, and

in each such case, a new adjustment in the number of Warrant Shares issuable upon exercise of the Warrants shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled. No adjustment in the number of Warrant Shares issuable upon exercise of the Warrants pursuant to this Section 6(c) shall change the number of or otherwise affect any shares of Common Stock issued prior to such adjustment upon exercise of the Warrants.

(d) Adjustment for Other Distributions. In case at any time or from time to time Holdings shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution (collectively, a “Distribution”) of:

(A) cash;

(B) any evidences of its indebtedness (other than Convertible Securities to the extent an adjustment is made as required by Section 6(b)), any shares of its Capital Stock (other than shares of Common Stock or, to the extent an adjustment is made as required by Section 6(b), Convertible Securities) or any other securities or property of any nature whatsoever; or

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(C) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness (other than Convertible Securities to the extent an adjustment is made as required by Section 6(b)), shares of its Capital Stock (other than shares of Common Stock or, to the extent an adjustment is made as required by Section 6(b), Convertible Securities) or any other securities or property of any nature whatsoever,

then any Holder shall be entitled to receive upon the making of such Distribution and without further payment, the cash, evidences of indebtedness, stock, securities, other property, options, warrants and/or other rights (or any portion thereof) to which the Holder would have been entitled by way of such Distribution as if such Holder had fully exercised such Holder’s Warrant(s) immediately prior to such Distribution. A reclassification of the Common Stock into shares of Common Stock and shares of any other class of stock shall be deemed a Distribution by Holdings to the holders of its Common Stock of such shares of such other class of stock. If the occurrence of any event listed above results in an adjustment under Section 6(a) or (b), no further adjustment shall be made under this Section 6(d).

(e) Current Market Price. For the purpose of any computation under this Section 6, the current market price (the “Current Market Price”) per share of Common Stock or any other security of Holdings) (the “Applicable Share”) on any date shall be deemed to be (i) if the security is registered under the Exchange Act and is being sold in a firm commitment underwritten public offering registered under the Securities Act, the public offering price of such security set forth on the cover page of the prospectus relating to such offering or (ii) if the security is otherwise registered under the Exchange Act, the average of the daily closing prices of such Applicable Share on the principal national securities exchange, on which the Applicable Shares are listed or admitted to trading or, if the Applicable Shares are not so listed, the average daily closing bid prices of such Applicable Shares on the Nasdaq Stock Market if the Applicable Shares are quoted thereon, or if not quoted on the Nasdaq Stock Market, the average of the closing bid and asked prices in the over-the-counter market as furnished by the Nasdaq Stock Market or any New York Stock Exchange member firm selected from time to time by Holdings for that purpose, in any such case, for the 20 consecutive trading days ending on the 5th trading day before the date in question. If, on any date on which computation of the Current Market Price is to be made hereunder, the Applicable Shares are not so listed or quoted on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market (or if the market price is not determinable for at least ten (10) trading days in such period), the Current Market Price shall be the Fair Value of the Applicable Shares.

“Fair Value” per security at any date of determination means the value of such class or series of Common Stock, determined in good faith by the Board of Directors of Holdings and certified in a board resolution, taking into account the most recently completed arms-length transaction between Holdings and a Person other than an Affiliate of Holdings

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(f) No Amendments. Holdings (i) will take all such action as may be necessary or appropriate in order that Holdings may validly and legally issue Common Stock on the exercise of the Warrants from time to time outstanding and (ii) will not take any action that results in any adjustment of the number of Warrant Shares if the total number of shares of Common Stock issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by Holdings’s Charter and available for the purposes of issue upon such exercise.

(g) RESERVED.

(h) No Adjustment of Warrant Share Number in Certain Cases. Notwithstanding anything to the contrary contained in any provision of this Agreement, no adjustment of the number of Warrant Shares issuable upon exercise of the Warrant shall be made:

(i) Upon the issuance or sale of the Warrants;

(ii) Upon the issuance of Common Stock in a bona fide underwritten public offering;

(iii) Upon the issuance of additional Common Stock or Convertible Securities to parties that are not Affiliates of Holdings in connection with acquisitions or debt or lease financings;

(iv) Upon any redemption of Common Stock or Convertible Securities required by Section 5 of the Charter;

(v) Upon the exercise of any Convertible Security; or

(vi) If the amount of said adjustment shall be less than 1 % of the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment; provided, however, that in such case any adjustments that would otherwise have been required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, amounts to at least 1%.

(i) Consolidation, Merger, Reorganization or Recapitalization. In case at any time Holdings shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of Holdings’s assets, liquidation or recapitalization of the Common Stock, not subject to adjustment under any of Sections 6(a) through (d)) in which the previously outstanding Common Stock shall be converted or changed into or exchanged for different securities of Holdings or Common Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called an “Adjustment Transaction”), then, as a condition of the consummation of the Adjustment Transaction, lawful and adequate provision shall be made so that each Holder of a Warrant, upon the exercise thereof at any time on or after the consummation of the Adjustment Transaction, shall be entitled to receive, and such

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Warrant shall thereafter represent the right to receive, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities, cash or other property to which such Holder would have been entitled upon consummation of the Adjustment Transaction if such Holder had exercised such Warrant into Warrant Shares immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 6). Holdings will not effect any Adjustment Transaction unless prior to the consummation thereof each corporation or entity (other than Holdings) that may be required to deliver any securities or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to each Holder, the obligation to deliver to such Holder such securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive in accordance with the provisions of this Agreement. The foregoing provisions of this Section 6(i) shall similarly apply to successive mergers, consolidations, sales of assets, liquidations and recapitalizations.

(j) Consideration Received. For purposes of any computation respecting consideration received pursuant to this Section 6, the following shall apply:

(i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash; provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by Holdings for any underwriting of the issue or otherwise in connection therewith;

(ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Value thereof; and

(iii) in the case of the issuance of Convertible Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 6(j)).

(k) When Issuance or Payment May Be Deferred. In any case in which this Section 6 shall require that an adjustment in the number of Warrant Shares for which each Warrant may be exercised be made effective as of a record date for a specified event, Holdings may elect to defer until the occurrence of such event issuing to any Holder of any Warrant exercised after such record date the Warrant Shares and other equity of Holdings, if any, issuable upon such exercise over and above the Warrant Shares and other equity of Holdings, if any, issuable upon such exercise on the basis of the pre-adjusted number of Warrant Shares and amount of other equity of Holdings for which each Warrant would have been exercised.

(l) Form of Warrants. Irrespective of any adjustments in the number of Warrant Shares for which each Warrant may be exercised or kind of shares or other assets purchasable upon the exercise of the Warrants, Warrants theretofore or

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thereafter issued may continue to express the same price and number and kind of shares or other assets as are stated in the Warrants initially issuable pursuant to this Agreement.

(m) No Dilution or Impairment. If any event shall occur as to which the provisions of this Section 6 would provide for an adjustment or fail to provide for an adjustment in a way that, in the good faith judgment of the Board of Directors of Holdings, is contrary to the essential intent and principles of this Agreement, then, such Board of Directors shall make such adjustments as shall be reasonably necessary, in the good faith opinion of such Board of Directors, to comply with such essential intent and principles.

SECTION 7. FRACTIONAL INTERESTS

Holdings shall not be required to issue fractional Warrant Shares on the exercise of Warrants, although it may do so in its sole discretion. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 7, be issuable on the exercise of any Warrants (or specified portion thereof), Holdings shall pay an amount in cash equal to the fair value per Warrant Share, as determined on the day immediately preceding the date the Warrant is presented for exercise in good faith by the Board of Directors of Holdings whose determination shall be conclusive, multiplied by such fraction, computed to the nearest whole United States cent.

SECTION 8. NOTICES TO WARRANT HOLDERS

(a) Upon any adjustment pursuant to Section 6 hereof, Holdings shall promptly thereafter cause to be sent to the Holders, a certificate setting forth the kind and amount of Warrant Shares (or portion thereof) issuable after such adjustment, upon exercise of a Warrant and payment of the Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein absent manifest error. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 8.

(b) In case:

(i) Holdings shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants;

(ii) Holdings shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets;

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(iii) of any consolidation or merger to which Holdings is a party and for which approval of any stockholders of Holdings is required, or of the conveyance or transfer of the properties and assets of Holdings substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock;

(iv) of the voluntary or involuntary dissolution, liquidation or winding up of Holdings; or

(v) Holdings proposes to take any action (other than actions of the character described in Section 6(a) hereof) which would require an adjustment of the kind and amount of Warrant Shares for which each Warrant may be exercised pursuant to Section 6 hereof;

then Holdings shall send to each of the Holders, promptly following the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 8 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

(c) If Holdings receives any Transfer Notice by a holder of Series D Common Stock in respect of a proposed Tag-Along Transfer, as such terms are defined in the Charter, Holdings shall promptly provide a copy of such notice to each of the Holders.

(d) Notices shall be sent by first-class mail, postage prepaid to Holders at his or her address appearing on the Warrant register.

(e) Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the Holders of Warrants the right to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of Holdings or any other matter, or any rights whatsoever as stockholders of Holdings.

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SECTION 9. NOTICES TO COMPANY

Any notice or demand authorized by this Agreement to be given or made by the Holder of any Warrant to or on Holdings shall be sufficiently given or made when received if deposited in the mail, first class or registered, postage prepaid, addressed (until another address is sent by Holdings to the Holders) as follows:

American Tire Distributors Holdings, Inc.

12200 Herbert Wayne Court, Suite 150

Huntersville, North Carolina 28070

Attention: General Counsel

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

7th Floor

New York, New York 10166

Attention: Joerg Esdorn

In case Holdings shall fail to maintain such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations may be made and notices and demands may be served at the principal office of the Warrant Registrar.

SECTION 10. SUPPLEMENTS AND AMENDMENTS

Holdings may from time to time supplement or amend this Agreement without the approval of any Holders in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which Holdings may deem necessary or desirable and which shall not in any way adversely affect the interests of the Holders. Any supplement or amendment to this Agreement that has an adverse effect on the interests of the Holders shall require the written consent of the Holders of a majority of the then outstanding Warrants (excluding Warrants held by Holdings or any of its Affiliates). The consent of each Holder affected shall be required for any amendment to this Section 10.

SECTION 11. CERTAIN AMENDMENTS

Holdings will not amend, modify or change any provision of its Charter, bylaws or the terms of any class or series of its Capital Stock to the extent that such amendment, modification or change would have a disproportionate, adverse effect on the Holders as compared to any other holder of Common Stock of Holdings.

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SECTION 12. SUCCESSORS

All the covenants and provisions of this Agreement by or for the benefit of Holdings shall bind and inure to the benefit of its successors and assigns hereunder including, without limitation and without the need for an express assignment, subsequent Holders.

SECTION 13. TERMINATION

This Agreement shall terminate at 5:00 p.m., New York City time on September 30, 2015. Notwithstanding the foregoing, this Agreement will terminate on any earlier date if all Warrants have been exercised.

SECTION 14. GOVERNING LAW

THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

SECTION 15. BENEFITS OF THIS AGREEMENT

Nothing in this Agreement shall be construed to give to any Person other than Holdings and the Holders any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of Holdings and the Holders. Holdings agrees that those Holders who are not parties hereto shall be third-party beneficiaries to the agreements made hereunder by Holdings, and each Holder shall have the right to enforce such agreements directly to the extent it deems enforcement necessary or advisable to protect its rights hereunder.

SECTION 16. COUNTERPARTS

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

American Tire Distributors Holdings, Inc.
By:	/s/ Steven Puccinelli
Name:	Steven Puccinelli
Title:	President
The 1818 Mezzanine Fund II. L.P. By: Brown Brothers Harriman & Co., its general partner
By:	/s/ Joseph Donlan
Name:	Joseph Donlan
Title:

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EXHIBIT A

[Form of Warrant Certificate]

[Face]

Private Placement Legend. Each Warrant issued pursuant to an exemption from the registration requirements of the Securities Act shall bear the following legend on the face thereof:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.

IN CONNECTION WITH ANY TRANSFER, IF REASONABLY REQUESTED BY THE ISSUER THE HOLDER SHALL DELIVER TO THE ISSUER AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE AND SUCH CERTIFICATES AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

In addition, each Warrant issued shall bear the following legend on the face thereof:

THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE REQUIRED TO BE EXERCISED UPON THE DEMAND OF THE ISSUER, UPON THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ISSUER. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ISSUER.

THIS SECURITY IS SUBJECT TO MANDATORY REDEMPTION BY THE ISSUER. SUCH REDEMPTION CAN BE ACCOMPLISHED

A-1

WITHOUT THE CERTIFICATES REPRESENTING SUCH SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE ISSUER GIVES NOTICE OF SUCH REDEMPTION. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH SECURITYHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF STOCK OR SERIES OF STOCK OF THE ISSUER AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.”

A-2

No. [                    ]

[                ] Warrants

Warrant Certificate

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

This Warrant Certificate certifies that [                    ], or its registered assigns, is the registered holder of Warrants expiring September 30, 2015 (the “Warrants”) to purchase non-voting Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), of American Tire Distributors Holdings, Inc., a Delaware corporation (the “Holdings”). This Warrant entitles the registered holder upon exercise at any time until 5:00 p.m. New York City time on September 30, 2015 to receive from Holdings [                    ] fully paid and nonassessable shares of Common Stock (the “Warrant Shares”) at the initial exercise price (the “Exercise Price”) of $0.01 per share payable upon surrender of this Warrant Certificate and payment of the Exercise Price to Holdings, but only subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

No Warrant may be exercised after 5:00 p.m., New York City time on September 30, 2015, and to the extent not exercised by such time such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

A-3

IN WITNESS WHEREOF, American Tire Distributors Holdings, Inc. has caused this Warrant Certificate to be signed below.

Dated: March [        ], 2005

American Tire Distributors Holdings, Inc.
By:
	Name:
	Title:

A-4

[Reverse of Warrant Certificate]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants expiring at 5:00 p.m. New York City time on September 30, 2015 entitling the holder on exercise to receive shares of Series A Common Stock or Post IPO Common Stock, as the case may be, and are issued or to be issued pursuant to a Warrant Agreement dated as of March [        ], 2005 (the “Warrant Agreement”), among Holdings and the Purchaser named therein, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of Holdings and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to Holdings.

Warrants may be exercised at any time on or before 5:00 p.m. New York City time on September 30, 2015, provided that holders shall be able to exercise their Warrants only if a registration statement relating to the exercise of the Warrants is then in effect or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. In order to exercise all or any of the Warrants represented by this Warrant Certificate, the holder must deliver to Holdings at the address set forth in Section 9 of the Warrant Agreement this Warrant Certificate and the form of election to purchase on the reverse hereof duly filled in and signed, and upon payment to Holdings of the Exercise Price, for the number of Warrant Shares, as adjusted as provided in the Warrant Agreement, in respect of which such Warrants are then exercised.

The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares that may be purchased upon the exercise of each Warrant may, subject to certain conditions, be adjusted. If such number is adjusted, the Warrant Agreement provides that the number of shares of Series A Common Stock, issuable upon the exercise of each Warrant shall be adjusted. Holdings shall not be required to issue fractional shares of Common Stock but may do so in its discretion. If fractional shares are not so issued, Holdings will pay the cash value thereof determined as provided in the Warrant Agreement.

Warrant Certificates, when surrendered to Holdings by the holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate to Holdings, a new Warrant Certificate or Warrant Certificates of like tenor

A-5

and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

Holdings may deem and treat the holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and Holdings shall not be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of Holdings.

A-6

[Form of Election to Purchase]

(To Be Executed Upon Exercise Of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive                      shares of Series A Common Stock, and herewith tenders payment for such shares [to the order of American Tire Distributors Holdings, Inc., in the amount of $                     /by tendering Warrants as set forth in Section 3(b) of the Warrant Agreement, equal to the Exercise Price] in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of                     , whose address is                      and that such shares be delivered to                     , whose address is                     . If said number of shares is less than all of the shares of Series A Common Stock, purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of                     , whose address is                     , and that such Warrant Certificate be delivered to                     , whose address is                     .

Signature

Date:

A-7

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

American Tire Distributors Holdings, Inc.

12200 Herbert Wayne Court, Suite 150

Huntersville, North Carolina 28070

Attention: General Counsel

Re: Warrants

Reference is hereby made to the Warrant Agreement, dated as of March [    ], 2005 (the “Warrant Agreement”), among American Tire Distributors Holdings, Inc., as issuer (“Holdings”), and the Purchaser named therein. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement.

                    , (the “Transferor”) owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of $                     in such Warrant[s] or interests (the “Transfer”), to                                           (the “Transferee”). In connection with the Transfer, the Transferor hereby certifies the Transfer is being effected in pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States

This certificate and the statements contained herein are made for your benefit and the benefit of Holdings.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

C-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

American Tire Distributors Holdings, Inc.
By:	/s/ Donald Hardie
	Name: Donald Hardie
	Title: Secretary
The 1818 Mezzanine Fund II. L.P. By: Brown Brothers Harriman & Co., its general partner
By:	/s/ Joseph P. Donlan
	Name: Joseph P. Donlan
	Title: Managing Director

20

EX-12.1

Exhibit 12.1

American Tire Distributors, Inc.

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

(Amounts in thousands, except ratio amounts)

	Pro Forma Twelve months Ended January 1, 2005 (unaudited)		Twelve months Ended January 1, 2005 (unaudited)	Twelve months Ended December 27, 2003 (unaudited)	Twelve months Ended December 28, 2002 (unaudited)	Twelve months Ended December 29, 2001 (unaudited)		Twelve months Ended December 30, 2000 (unaudited)
Consolidated pretax income (loss) from continuing operations	(2,653	)	41,277	27,176	62,693	(23,798	)	1,657
Interest	48,937		13,371	14,071	18,705	28,639		26,447
Interest portion of rent expense	9,208		8,412	8,104	8,194	8,500		7,051
Earnings	55,492		63,060	49,351	89,592	13,341		35,155
Interest	48,937		13,371	14,071	18,705	28,639		26,447
Interest portion of rent expense	9,208		8,412	8,104	8,194	8,500		7,051
Fixed Charges	58,145		21,783	22,175	26,899	37,139		33,498
Ratio of Earnings to Fixed Charges	—	(a)	2.89	2.23	3.33	—	(a)	1.05

(a) Earnings were insufficient to cover fixed charges by $2.7 million and $23.8 million in Pro Forma fiscal 2004 and fiscal 2001, respectively.

EX-21.1

Exhibit 21.1

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

Subsidiaries of the Registrant

American Tire Distributors, Inc

The Speed Merchant, Inc.

Target Tire, Inc.

Texas Market Tire Holdings I, Inc.

Texas Market Tire, Inc.

T.O. Haas Holdings Co., Inc.

T.O. Haas Tire Co., Inc.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of our report dated March 4, 2005, except for Note 15, which is as of March 31, 2005, relating to the financial statements, which appears in such Registration Statement. We also consent to the use of our report dated March 4, 2005 relating to the financial statement schedule, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” and “Summary Historical and Unaudited Pro Forma Consolidated Financial Data” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

May 11, 2005

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)                ¨

WACHOVIA BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

United States of America	22-1147033
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)

One Wachovia Center 301 South College Street Charlotte, North Carolina	28288
(Address of principal executive offices)	(Zip code)

Patrick L. Teague

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288- 1179

(704) 374-2080

(Agent for Service)

(Exact name of obligor as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)	(Address of principal executive offices)	(Zip code)
American Tire Distributors, Inc.	Delaware	56-0754594	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
American Tire Distributors Holding, Inc.	Delaware	59-3796143	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Target Tire, Inc.	North Carolina	56-0949858	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Texas Market Holdings I, Inc.	Texas	47-0653723	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Texas Market Tire, Inc.	Texas	75-2259060	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
The Speed Merchant, Inc.	California	94-2414221	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078

(Exact name of obligor as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)	(Address of principal executive offices)	(Zip code)
T.O. Haas Holding Co., Inc.	Nebraska	47-0653723	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
T.O. Haas Tire Co., Inc.	Nebraska	47-0424109	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078

Senior Floating Rate Notes due 2012

(Title of the indenture securities)

- 2 -

Item 1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

NAME	ADDRESS
Board of Governors of the Federal Reserve System	Washington, D.C.
Comptroller of the Currency	Washington, D.C.
Federal Deposit Insurance Corporation	Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

No responses are included for Items 3 –14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.

Not applicable.

Item 16. List of Exhibits.

1. Articles of Association of Wachovia Bank, National Association as now in effect.*

2. Certificate of Authority of the trustee to commence business.*

3. Copy of the authorization of the trustee to exercise corporate trust powers.*

4. Existing bylaws of the trustee.*

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. **

8. Not applicable.

- 3 -

9. Not applicable.

* Previously filed with the Securities and Exchange Commission as an Exhibit to Form T-1 in connection with Registration Statement Number 333-54465 incorporated herein by reference.

** The report is available over the Internet at the website of the Federal Deposit Insurance Corporation and the report as therein contained is incorporated herein by reference. The website is located at http://www3.fdic.gov/idasp/main.asp. Once at that address, type in “Wachovia Corporation” at the field entitled “Institution Name,” then click on the “Find” field above where the name of the bank has been typed in, then click on the certificate number for Wachovia Corporation (1073551) and then click on the “Generate Report” field. (The trustee is a subsidiary of Wachovia Corporation, a bank holding company.)

- 4 -

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Charlotte, and State of North Carolina, on the 12th day of May, 2005.

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EXHIBIT 6

Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the “Act”) in connection with the proposed issuance by American Tire Distributors, Inc. of its Senior Floating Rate Notes due 2012, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore, as contemplated by Section 321(b) of the Act.

Dated: May 12, 2005

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Charlotte, and State of North Carolina, on the 12th day of May, 2005.

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EXHIBIT 6

Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the “Act”) in connection with the proposed issuance by American Tire Distributors, Inc. of its Senior Floating Rate Notes due 2012, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore, as contemplated by Section 321(b) of the Act.

Dated: May 12, 2005

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)            ¨

WACHOVIA BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

United States of America	22-1147033
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)

One Wachovia Center 301 South College Street Charlotte, North Carolina	28288
(Address of principal executive offices)	(Zip code)

Patrick L. Teague

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

(704) 374-2080

(Agent for Service)

(Exact name of obligor as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)	(Address of principal executive offices)	(Zip code)
American Tire Distributors Holding, Inc.	Delaware	59-3796143	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
American Tire Distributors, Inc.	Delaware	56-0754594	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Target Tire, Inc.	North Carolina	56-0949858	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Texas Market Holdings I, Inc.	Texas	47-0653723	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Texas Market Tire, Inc.	Texas	75-2259060	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
The Speed Merchant, Inc.	California	94-2414221	1220 Herbert Wayne Court Suite 150 Huntersville, NC	28078

(Exact name of obligor as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)	(Address of principal executive offices)	(Zip code)
T.O. Haas Holding Co., Inc.	Nebraska	47-0653723	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
T.O. Haas Tire Co., Inc.	Nebraska	47-0424109	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078

13% Senior Discount Notes due 2013

(Title of the indenture securities)

- 2 -

Item 1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

NAME	ADDRESS
Board of Governors of the Federal Reserve System	Washington, D.C.
Comptroller of the Currency	Washington, D.C.
Federal Deposit Insurance Corporation	Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

No responses are included for Items 3 – 14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.

Not applicable.

Item 16. List of Exhibits.

1. Articles of Association of Wachovia Bank, National Association as now in effect.*

2. Certificate of Authority of the trustee to commence business.*

3. Copy of the authorization of the trustee to exercise corporate trust powers.*

4. Existing bylaws of the trustee.*

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. **

8. Not applicable.

- 3 -

9. Not applicable.

* Previously filed with the Securities and Exchange Commission as an Exhibit to Form T- 1 in connection with Registration Statement Number 333-54465 incorporated herein by reference.

** The report is available over the Internet at the website of the Federal Deposit Insurance Corporation and the report as therein contained is incorporated herein by reference. The website at located is http://www3.fdic.gov/idasp/main.asp. Once at that address, type in “Wachovia Corporation” at the field entitled “Institution Name,” then click on the “Find” field above where the name of the bank has been typed in, then click on the certificate number for Wachovia Corporation (1073551) and then click on the “Generate Report” field. (The trustee is a subsidiary of Wachovia Corporation, a bank holding company.)

- 4 -

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Charlotte, and State of North Carolina, on the 12th day of May, 2005.

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EXHIBIT 6

Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the “Act”) in connection with the proposed issuance by American Tire Distributors Holding, Inc. of its 13% Senior Discount Notes due 2013, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore, as contemplated by Section 321(b) of the Act.

Dated: May 12, 2005

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Charlotte, and State of North Carolina, on the 12th day of May, 2005.

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EXHIBIT 6

Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the “Act”) in connection with the proposed issuance by American Tire Distributors Holding, Inc. of its 13% Senior Discount Notes due 2013, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore, as contemplated by Section 321(b) of the Act.

Dated: May 12, 2005

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)        ¨

WACHOVIA BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

United States of America	22-1147033
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)

One Wachovia Center 301 South College Street Charlotte, North Carolina	28288
(Address of principal executive offices)	(Zip code)

Patrick L. Teague

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

(704) 374-2080

(Agent for Service)

(Exact name of obligor as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)	(Address of principal executive offices)	(Zip code)
American Tire Distributors, Inc.	Delaware	56-0754594	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
American Tire Distributors Holding, Inc.	Delaware	59-3796143	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Target Tire, Inc.	North Carolina	56-0949858	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Texas Market Holdings I, Inc.	Texas	47-0653723	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
Texas Market Tire, Inc.	Texas	75-2259060	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
The Speed Merchant, Inc.	California	94-2414221	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078

(Exact name of obligor as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)	(Address of principal executive offices)	(Zip code)
T.O. Haas Holding Co., Inc.	Nebraska	47-0653723	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078
T.O. Haas Tire Co., Inc.	Nebraska	47-0424109	1220 Herbert Wayne Court, Suite 150 Huntersville, NC	28078

10 ³/4 % Senior Notes due 2013

(Title of the indenture securities)

- 2 -

Item 1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

NAME	ADDRESS
Board of Governors of the Federal Reserve System	Washington, D.C.
Comptroller of the Currency	Washington, D.C.
Federal Deposit Insurance Corporation	Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

No responses are included for Items 3 –14 of this Form T-l because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.

Not applicable.

Item 16. List of Exhibits.

1. Articles of Association of Wachovia Bank, National Association as now in effect.*

2. Certificate of Authority of the trustee to commence business.*

3. Copy of the authorization of the trustee to exercise corporate trust powers.*

4. Existing bylaws of the trustee.*

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. **

8. Not applicable.

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9. Not applicable.

* Previously filed with the Securities and Exchange Commission as an Exhibit to Form T-l in connection with Registration Statement Number 333-54465 incorporated herein by reference.

** The report is available over the Internet at the website of the Federal Deposit Insurance Corporation and the report as therein contained is incorporated herein by reference. The website is located at http://www3.fdic.gov/idasp/main.asp. Once at that address, type in “Wachovia Corporation” at the field entitled “Institution Name,” then click on the “Find” field above where the name of the bank has been typed in, then click on the certificate number for Wachovia Corporation (1073551) and then click on the “Generate Report” field. (The trustee is a subsidiary of Wachovia Corporation, a bank holding company.)

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Charlotte, and State of North Carolina, on the 12th day of May, 2005.

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EXHIBIT 6

Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the “Act”) in connection with the proposed issuance by American Tire Distributors, Inc. of its 10 ³/4% Senior Notes due 2013, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore, as contemplated by Section 321(b) of the Act.

Dated: May 12, 2005

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Charlotte, and State of North Carolina, on the 12th day of May, 2005.

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EXHIBIT 6

Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the “Act”) in connection with the proposed issuance by American Tire Distributors, Inc. of its 10 ³/4% Senior Notes due 2013, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore, as contemplated by Section 321(b) of the Act.

Dated: May 12, 2005

Wachovia Bank, National Association
By:	/s/ Terry Hefner
Name:	Terry Hefner
Title:	Vice President

EX-99.1

Exhibit 99.1

May 11, 2005

EXCHANGE AGENT AGREEMENT

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention: Corporate Trust Department

Ladies and Gentlemen:

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).

The Company hereby appoints Wachovia Bank, National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to Wachovia Bank, National Association.

The Exchange Offer is expected to be commenced by the Company on or about May 12, 2005. The letter of transmittal (“Letter of Transmittal”) accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Outstanding Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Outstanding Notes tendered in connection therewith. The Exchange Agent’s obligations with respect to receipt and inspection of the Letter of Transmittal in connection with the tender of book entry securities through the ATOP program, shall be satisfied for all purposes hereof by inspection of the electronic message transmitted to the Exchange Agent by Exchange Offer participants in accordance with the ATOP of the Depositary Trust Company (“DTC”), and by otherwise observing and complying with all procedures established by DTC in connection with ATOP, to the extent that ATOP is utilized by Exchange Offer participants.

The Exchange Offer shall expire at 5:00 p.m., New York City time, on or about                     , 2005 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right, in its sole discretion, to extend the expiration date, to delay accepting any outstanding notes, to terminate the exchange offer and not accept any outstanding notes for exchange if any of the conditions set forth in the Prospectus under the caption “The Exchange Offer-Conditions to the Exchange Offer” have not been

satisfied and to amend the exchange offer in any manner. The Company will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date, and in such case the term “Expiration Date” shall mean the time and date on which such Exchange Offer as so extended shall expire.

The Company expressly reserves the right, in its sole discretion, to delay, amend or terminate the Exchange Offer, and not to accept for exchange any Outstanding Notes not theretofore accepted for exchange for any reason, including, without limitation, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “– Conditions to the Exchange Offer.” The Company will give oral (promptly confirmed in writing) or written notice of any delay, amendment, termination or non-acceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer,” in the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

2. You will establish a book-entry account with respect to the Outstanding Notes at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Outstanding Notes by causing the Book-Entry Transfer Facility to transfer such Outstanding Notes into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.

3. You are to examine each of the Letters of Transmittal and certificates for Outstanding Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Outstanding Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Outstanding Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Outstanding Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.

4. With the approval of the Vice President, Secretary & General Counsel or the Senior Vice President & Chief Financial Officer (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by such an officer, you are authorized to waive any irregularities in connection with any tender of Outstanding Notes pursuant to the Exchange Offer.

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5. Tenders of Outstanding Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The Exchange Offer – Exchange Offer Procedures,” and Outstanding Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

Notwithstanding the provisions of this Section 5, Outstanding Notes which the Vice President & General Counsel or the Senior Vice President & Chief Financial Officer shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

6. You shall advise the Company with respect to any Outstanding Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Outstanding Notes.

7. You shall accept tenders:

(a) in cases where the Outstanding Notes are registered in two or more names only if signed by all named holders;

(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

(c) from persons other than the registered holder of Outstanding Notes, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

You shall accept partial tenders of Outstanding Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Outstanding Notes to the registrar for split-up and return any untendered Outstanding Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Outstanding Notes properly tendered and you, on behalf of the Company, will exchange such Outstanding Notes for New Notes and cause such Outstanding Notes to be canceled. Delivery of New Notes will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of the corresponding series of Outstanding Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Outstanding Notes by the Company; provided, however, that in all cases, Outstanding Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Outstanding Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of

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Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. Unless otherwise instructed in writing by the Company, you shall issue New Notes only in denominations of $1,000 or any integral multiple thereof.

9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

10. The Company shall not be required to exchange any Outstanding Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Outstanding Notes tendered shall be given (such notice, if given orally, shall be promptly confirmed in writing) by the Company to you, within one (1) business day of receipt of each daily ATOP report.

11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Outstanding Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer – Conditions to the Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates representing unaccepted Outstanding Notes (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them (or effected such book-entry transfer).

12. All certificates representing reissued Outstanding Notes, unaccepted Outstanding Notes or New Notes shall be forwarded by (a) first-class mail, return receipt requested, under a blanket surety bond protecting you and the Company from loss or liability arising out of the non-receipt or non-delivery of such certificates or (b) registered mail insured separately for the replacement value of each of such certificates.

13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

14. As Exchange Agent hereunder you:

(a) shall not be liable for any action, omission to act or sufferance to exist, unless the same constitutes your own gross negligence, willful misconduct, or bad faith, and in no event shall you be liable to any holder of Outstanding Notes, the Company or any third party for any special, indirect or consequential loss or damages of any kind whatsoever, or lost profits, arising in connection with this Agreement;

(b) shall have no duties or obligations other than those expressly set forth herein or as may be subsequently agreed to in writing between you and the Company and no implied duties or obligations shall be read into this Agreement against you. No provision in this Agreement shall require you to expend or risk your own funds or otherwise incur financial liability in the performance of any of your duties, or in the exercise of your rights and powers hereunder;

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(c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Outstanding Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the New Notes or the Exchange Offer;

(d) shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you;

(e) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and believed by you to be genuine and to have been signed or presented by the proper person or persons;

(f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons;

(g) may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company;

(h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities as Exchange Agent and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in reliance thereon; and

(i) shall not advise any person tendering Outstanding Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Outstanding Notes.

15. You shall take such action as may from time to time be requested by the Company (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer and not the merits of the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: J. Michael Gaither.

16. You shall advise by facsimile transmission or telephone (promptly confirmed in writing) to J. Michael Gaither at the Company (at the facsimile number (704) 947-1919 or the telephone number (704) 632-7110) and to Sean P. Griffiths at Gibson, Dunn &

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Crutcher, LLP (at facsimile number (212) 351-5222 or the telephone number (212) 351-3872), and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the aggregate principal amount of Outstanding Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Outstanding Notes tendered, the aggregate principal amount of Outstanding Notes accepted and deliver said list to the Company.

17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you customarily preserve other records pertaining to the transfer of securities. You shall return all unused Letters of Transmittal and other surplus materials to the Company in accordance with your normal practices.

18. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation and reimbursement of out-of-pocket expenses as has been separately agreed by you and the Company in writing. The provisions of this Section 18 shall survive the termination of this Agreement.

19. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent, which shall be controlled by this Agreement. Until provided by the Company, the Exchange Agent is explicitly deemed to not have notice of amendments to this Agreement, the Prospectus and the Letter of Transmittal.

20. The Company covenants and agrees to fully indemnify and hold you harmless against any and all claims, loss or liability, and reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred without gross negligence, willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Outstanding Notes believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Outstanding Notes. In each case, you, shall notify the Company by letter or facsimile transmission, of the written assertion of a claim

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against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a material conflict of interest exists between you and the Company. The provisions of this Section 20 shall survive the termination of this Agreement.

21. You shall arrange to comply with all requirements under the tax laws of the United States and shall file any appropriate reports with the Internal Revenue Service.

22. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Outstanding Notes, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. The Company covenants and agrees to fully indemnify and hold you harmless for any loss incurred should the Company fail to provide or fund all transfer taxes payable.

23. This Agreement, your appointment as Exchange Agent hereunder and all disputes, controversies or claims arising out of or related to this Agreement or a breach hereof shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State; and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. Without limitation of the foregoing, the parties hereto expressly agree that no holder of Outstanding Notes or New Notes shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

24. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

25. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the Company and you. This Agreement may not be modified orally.

27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile, receipt

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confirmed) and shall be given to such party, addressed to it, at its address or facsimile number set forth below:

If to the Company:

J. Michael Gaither, Esq.

American Tire Distributors Holdings, Inc.

1220 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

Telecopy No.: (704) 947-1919

With a copy to:

E. Michael Greaney, Esq.

Sean P. Griffiths, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

Telecopy: No. (212) 351-5260

If to the Exchange Agent:

Patrick Teague

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Telephone No. (704) 374-2080

Telecopy No. (704) 383-7316

With a copy to:

Marla Chernof Cohen, Esq.

Chapman and Cutler LLP

111W. Monroe Street

Chicago, IL 60603

28. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 18, 20 and 21 shall survive the termination of this Agreement. Except as otherwise set forth herein, upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Outstanding Notes, funds or property then held by you as Exchange Agent under this Agreement.

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29. This Agreement shall inure to the benefit of and the obligations created hereby shall be binding upon the successors and assigns of the parties hereto. This Agreement shall be effective as of the date hereof.

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Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.

American Tire Distributors Holdings, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary

Accepted as of the date

first above written:

WACHOVIA BANK, NATIONAL ASSOCIATION
as Exchange Agent
By:	/s/ Patrick L. Teague
Name:	Patrick L. Teague
Title:	Vice President

EX-99.2

Exhibit 99.2

May 11, 2005

EXCHANGE AGENT AGREEMENT

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Attention: Corporate Trust Department

Ladies and Gentlemen:

American Tire Distributors, Inc., a Delaware corporation (“American Tire”) and American Tire Distributors Holdings, Inc., a Delaware corporation, (“Holdings” and collectively with American Tire, the “Company”), as guarantor, propose to make an offer (the “Exchange Offer”) to exchange all of the Company’s outstanding Senior Floating Rate Notes due 2012 (the “Outstanding Floating Rate Notes”) for its registered Senior Floating Rate Notes due 2012 (the “New Floating Rate Notes”) and all of the Company’s outstanding 10¾% Senior Notes due 2013 (the “Outstanding Fixed Rate Notes” and collectively with the Outstanding Floating Rate Notes as, the “Outstanding Notes”) for its registered 10¾% Senior Notes due 2013 (the “New Fixed Rate Notes” and collectively with the New Floating Rate Notes as, 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).

The Company hereby appoints Wachovia Bank, National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to Wachovia Bank, National Association.

The Exchange Offer is expected to be commenced by the Company on or about May 12, 2005. The letter of transmittal (“Letter of Transmittal”) accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Outstanding Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Outstanding Notes tendered in connection therewith. The Exchange Agent’s obligations with respect to receipt and inspection of the Letter of Transmittal in connection with the tender of book entry securities through the ATOP program shall be satisfied for all purposes hereof by inspection of the electronic message transmitted to the Exchange Agent by Exchange Offer participants in accordance with the ATOP of the Depositary Trust Company (“DTC”), and by otherwise observing and complying with all procedures established by DTC in connection with ATOP, to the extent that ATOP is utilized by Exchange Offer participants.

The Exchange Offer shall expire at 5:00 p.m., New York City time, on or about                     , 2005 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right, in its sole discretion, to extend the expiration date, to delay accepting any outstanding notes, to terminate the exchange offer and not accept any outstanding notes for exchange if any of the conditions set forth in the Prospectus under the caption “The Exchange Offer-Conditions to the Exchange Offer” have not been satisfied and to amend the exchange offer in any manner. The Company will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date, and in such case the term “Expiration Date” shall mean the time and date on which such Exchange Offer as so extended shall expire.

The Company expressly reserves the right, in its sole discretion, to delay, amend or terminate the Exchange Offer, and not to accept for exchange any Outstanding Notes not theretofore accepted for exchange for any reason, including, without limitation, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “– Conditions to the Exchange Offer.” The Company will give oral (promptly confirmed in writing) or written notice of any delay, amendment, termination or non-acceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer,” in the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

2. You will establish a book-entry account with respect to the Outstanding Notes at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Outstanding Notes by causing the Book-Entry Transfer Facility to transfer such Outstanding Notes into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.

3. You are to examine each of the Letters of Transmittal and certificates for Outstanding Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Outstanding Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Outstanding Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Outstanding Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will

2

endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.

4. With the approval of the Vice President, Secretary & General Counsel or the Senior Vice President & Chief Financial Officer (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by such an officer, you are authorized to waive any irregularities in connection with any tender of Outstanding Notes pursuant to the Exchange Offer.

5. Tenders of Outstanding Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The Exchange Offer – Exchange Offer Procedures,” and Outstanding Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

Notwithstanding the provisions of this Section 5, Outstanding Notes which the Vice President & General Counsel or the Senior Vice President & Chief Financial Officer shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

6. You shall advise the Company with respect to any Outstanding Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Outstanding Notes.

7. You shall accept tenders:

(a) in cases where the Outstanding Notes are registered in two or more names only if signed by all named holders;

(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

(c) from persons other than the registered holder of Outstanding Notes, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

You shall accept partial tenders of Outstanding Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Outstanding Notes to the registrar for split-up and return any untendered Outstanding Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Outstanding Notes properly tendered and you, on behalf of the Company, will exchange such Outstanding Notes for New Notes and cause such Outstanding Notes to be canceled. Delivery of New Notes will be made on behalf of

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the Company by you at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of the corresponding series of Outstanding Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Outstanding Notes by the Company; provided, however, that in all cases, Outstanding Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Outstanding Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. Unless otherwise instructed in writing by the Company, you shall issue New Notes only in denominations of $1,000 or any integral multiple thereof.

9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

10. The Company shall not be required to exchange any Outstanding Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Outstanding Notes tendered shall be given (such notice, if given orally, shall be promptly confirmed in writing) by the Company to you within one (1) business day of receipt of each daily ATOP report.

11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Outstanding Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer – Conditions to the Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates representing unaccepted Outstanding Notes (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them (or effected such book-entry transfer).

12. All certificates representing reissued Outstanding Notes, unaccepted Outstanding Notes or New Notes shall be forwarded by (a) first-class mail, return receipt requested, under a blanket surety bond protecting you and the Company from loss or liability arising out of the non-receipt or non-delivery of such certificates or (b) registered mail insured separately for the replacement value of each of such certificates.

13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

14. As Exchange Agent hereunder you:

(a) shall not be liable for any action, omission to act or sufferance to exist, unless the same constitutes your own gross negligence, willful misconduct, or bad faith, and in no event shall you be liable to any holder of Outstanding Notes, the Company or any third party for any special, indirect or consequential loss or damages of any kind whatsoever, or lost profits, arising in connection with this Agreement;

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(b) shall have no duties or obligations other than those expressly set forth herein or as may be subsequently agreed to in writing between you and the Company and no implied duties or obligations shall be read into this Agreement against you. No provision in this Agreement shall require you to expend or risk your own funds or otherwise incur financial liability in the performance of any of your duties, or in the exercise of your rights and powers hereunder;

(c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Outstanding Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the New Notes or the Exchange Offer;

(d) shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you;

(e) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and believed by you to be genuine and to have been signed or presented by the proper person or persons;

(f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons;

(g) may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company;

(h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities as Exchange Agent and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in reliance thereon; and

(i) shall not advise any person tendering Outstanding Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Outstanding Notes.

15. You shall take such action as may from time to time be requested by the Company (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery or such other forms as may be approved from time to time by the Company, to all persons requesting such

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documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer and not the merits of the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: J. Michael Gaither.

16. You shall advise by facsimile transmission or telephone (promptly confirmed in writing) to J. Michael Gaither at the Company (at the facsimile number (704) 947-1919 or the telephone number (704) 632-7110) and to Sean P. Griffiths at Gibson, Dunn & Crutcher, LLP (at facsimile number (212) 351-5222 or the telephone number (212) 351-3872), and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the aggregate principal amount of Outstanding Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Outstanding Notes tendered, the aggregate principal amount of Outstanding Notes accepted and deliver said list to the Company.

17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you customarily preserve other records pertaining to the transfer of securities. You shall return all unused Letters of Transmittal and other surplus materials to the Company in accordance with your normal practices.

18. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation and reimbursement of out-of-pocket expenses as has been separately agreed by you and the Company in writing. The provisions of this Section 18 shall survive the termination of this Agreement.

19. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent, which shall be controlled by this Agreement. Until provided by the Company, the Exchange Agent is explicitly deemed to not have notice of amendments to this Agreement, the Prospectus and the Letter of Transmittal.

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20. The Company covenants and agrees to fully indemnify and hold you harmless against any and all claims, loss or liability, and reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred without gross negligence, willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Outstanding Notes believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Outstanding Notes. In each case, you shall notify the Company by letter or facsimile transmission, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a material conflict of interest exists between you and the Company. The provisions of this Section 20 shall survive the termination of this Agreement.

21. You shall arrange to comply with all requirements under the tax laws of the United States and shall file any appropriate reports with the Internal Revenue Service.

22. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Outstanding Notes, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. The Company covenants and agrees to fully indemnify and hold you harmless for any loss incurred should the Company fail to provide or fund all transfer taxes payable.

23. This Agreement, your appointment as Exchange Agent hereunder and all disputes, controversies or claims arising out of or related to this Agreement or a breach hereof shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State; and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. Without limitation of the foregoing, the parties hereto expressly agree that no holder of Outstanding Notes or New Notes shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

24. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

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25. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the Company and you. This Agreement may not be modified orally.

27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile, receipt confirmed) and shall be given to such party, addressed to it, at its address or facsimile number set forth below:

If to the Company:

J. Michael Gaither, Esq.

American Tire Distributors, Inc.

1220 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

Telecopy No.: (704) 947-1919

With a copy to:

E. Michael Greaney, Esq.

Sean P. Griffiths, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

Telecopy: No. (212) 351-5260

If to the Exchange Agent:

Patrick Teague

Wachovia Bank, National Association

NC1179

401 South Tryon Street, 12th Floor

Charlotte, NC 28288-1179

Telephone No. (704) 374-2080

Telecopy No. (704) 383-7316

With a copy to:

Marla Chernof Cohen, Esq.

Chapman and Cutler LLP

111W. Monroe Street

Chicago, IL 60603

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28. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 18, 20 and 21 shall survive the termination of this Agreement. Except as otherwise set forth herein, upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Outstanding Notes, funds or property then held by you as Exchange Agent under this Agreement.

29. This Agreement shall inure to the benefit of and the obligations created hereby shall be binding upon the successors and assigns of the parties hereto. This Agreement shall be effective as of the date hereof.

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Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.

American Tire Distributors, Inc.
By:	/s/ J. Michael Gaither
Name:	J. Michael Gaither
Title:	Secretary

Accepted as of the date

first above written:

WACHOVIA BANK, NATIONAL ASSOCIATION
as Exchange Agent
By:	/s/ Patrick L. Teague
Name:	Patrick L. Teague
Title:	Vice President

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EX-99.3

Exhibit 99.3

LETTER OF TRANSMITTAL

for

13% Senior Discount Notes due 2013

of

American Tire Distributors Holdings, Inc.

and

Senior Floating Rate Notes due 2012

and

10 ³/4% Senior Notes due 2013

of

American Tire Distributors, Inc.

Pursuant to the Exchange Offer in Respect of

All of its Outstanding

13% Senior Discount Notes due 2013

for

Its New 13% Senior Discount Notes due 2013

and

Senior Floating Rate Notes due 2012

for

Its New Senior Floating Rate Notes due 2012

and

10 ³/4% Senior Notes due 2013

for

Its New 10 ³/4% Senior Notes due 2013

Pursuant to the Prospectus Dated                 , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

To: Wachovia Bank, N.A., Exchange Agent

By mail, hand delivery or overnight courier:

Attn: Marsha Rice

Wachovia Bank, National Association

Corporate Actions—NC1153

1525 West W.T. Harris Blvd., 3C3

Charlotte, NC 28262-8522

By facsimile transmission:

(for eligible institutions only)

(704) 590-7628

Confirm by telephone:

(704) 590-7413

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET-FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.

The undersigned acknowledges that he or she has received and reviewed a prospectus, dated May [    ], 2005 (the “Prospectus”), of American Tire Distributors Holdings, Inc., a Delaware corporation (“ATD”) and American Tire Distributors, Inc., a Delaware corporation (“Holdings”, and collectively with ATD as, the “Company”), and this letter of transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to issue an aggregate principal amount of $140,000,000 of its Senior Floating Rate Notes due 2012, $150,000,000 of its 10 ³/4% Senior Notes due 2013 and $51,480,000 aggregate principal amount at maturity of 13% Senior Discount Notes (collectively, the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for like principal amounts of issued and outstanding Senior Floating Rate Notes due 2012, 10 ³/4% Senior Notes due 2013 and 13% Senior Discount Notes (collectively, the “Old Notes”), which were not so registered. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

In order for any Holder (as herein defined) of Old Notes to tender all or any portion of such Old Notes, the Exchange Agent must receive either this Letter of Transmittal completed by such Holder or an Agent’s Message (as hereinafter defined) with respect to such Holder by             . Certificates for Old Notes are to be forwarded herewith or, if a tender of Old Notes is to be made by book-entry transfer, the tender should be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under “The Exchange Offer- Exchange Offer Procedures.” Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at DTC (a “Book-Entry Confirmation”) and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer-Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

By causing Old Notes to be credited to the Exchange Agent’s account at DTC in accordance with DTC’s procedures for transfer, including the transmission by DTC of an Agent’s Message to the Exchange Agent, the DTC participant will be deemed to confirm, on behalf of itself and the beneficial owners of such Old Notes, all provisions of this Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and delivered this Letter of Transmittal to the Exchange Agent. As used herein, the term “Agent’s Message” means a message, electronically transmitted by DTC to and received by the Exchange Agent, and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgement from a Holder of Old Notes stating that such Holder has received and agrees to be bound by, and makes each of the representations and warranties contained in, this Letter of Transmittal and, further, that such Holder agrees that the Company may enforce this Letter of Transmittal against such Holder.

The term “Holder”, as used in this Letter of Transmittal, means any of (a) any person in whose name Old Notes are registered on the books of the Company, (b) any other person who has obtained a properly completed bond power from the registered Holder, and (c) any DTC participant whose Old Notes are held of record by DTC. Holders who wish to tender their Old Notes must complete this Letter of Transmittal in its entirety or must cause an Agent’s Message to be transmitted.

Any other beneficial owner whose Old Notes are registered in the name of a broker or other nominee and who wishes to tender should contact such broker or nominee promptly and instruct such broker or nominee to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on its own behalf, such beneficial owner must, prior to completing and executing this Letter of Transmittal and delivering its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered Holder of the Old Notes. The transfer of registered ownership may take considerable time.

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Complete the appropriate boxes below to indicate the Old Notes to which this Letter of Transmittal relates and the action the undersigned desires to take with respect to the Exchange Offer. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule affixed hereto.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.

DESCRIPTION OF OLD NOTES	1	2	3	4
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	CUSIP Number(s)	Aggregate Principal Amount of Old Note(s)	Principal Amount Tendered**
Total
*     Need not be completed if Old Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in the column, a Holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in minimum denominations of principal amount of $1,000 and integral multiples of $1,000 thereof. See Instruction 1.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                                                       

DTC Account Number:                                                                                                                                                                      

Transaction Code Number:                                                                                                                                                               

By crediting Old Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an Agent’s Message to the Exchange Agent in which the Holder of Old Notes acknowledges and agrees to be bound by the terms of this Letter of Transmittal, the participant in ATOP confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):                                                                                                                                                  

Window Ticket Number (if any):                                                                                                                                                   

Date of Execution of Notice of Guaranteed Delivery:                                                                                                            

Name of Institution which guaranteed delivery:                                                                                                                       

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If Delivery by Book-Entry Transfer, Complete the Following:

Account Number:                                                                                                                                                                                 

Transaction Code Number:                                                                                                                                                               

Name of Tendering Institution:                                                                                                                                                       

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

Name:                                                                                                                                                                                                       

Address:                                                                                                                                                                                                  

If the undersigned is not a broker-dealer, the undersigned represents that it is not participating in, and does not intend to participate in, a distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If the undersigned is a broker-dealer and would like to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto, please contact the Exchange Agent at the address set forth on page one of this Letter of Transmittal to make such a request.

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TENDER OF OLD NOTES

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amounts of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact with full power of substitution, for purposes of delivering this Letter of Transmittal and the Old Notes to the Company. The Power of Attorney granted in this paragraph shall be deemed irrevocable from and after the Expiration Date and coupled with an interest. The undersigned hereby acknowledges its full understanding that the Exchange Agent also performs functions as agent of the Company.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents and warrants that (a) any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (b) neither the Holder of such Old Notes nor any such other person is engaged or intends to engage in, or has an arrangement or understanding with any person to participate in, the distribution (within the meaning of the Securities Act) of such New Notes, (c) neither the Holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company and (d) if such holder is a broker or dealer registered under the Exchange Act, it will receive the New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities.

The undersigned also acknowledges that this Exchange Offer is being made by the Company in reliance on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holders’ business and that such Holders have no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of such New Notes. However, the Company does not intend to request the SEC to consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. The undersigned represents that it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the New Notes and, if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of such New Notes. The undersigned also acknowledges that if the Company’s interpretation of the above mentioned no-action letters is incorrect such Holder may be held liable for any offers, resales or transfers of New Notes that are in violation of the Securities Act. The undersigned further acknowledges that neither the Company nor the Exchange Agent will indemnify any Holder for any such liability under the Securities Act.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed

5

to admit that it is an “underwriter” within the meaning of the Securities Act. By acceptance of the Exchange Offer, each participating broker-dealer that will receive New Notes for its own account pursuant to the Exchange Offer agrees that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such broker dealer. The undersigned acknowledges that in reliance on an interpretation by the staff of the SEC, a broker-dealer may fulfill its prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment of Old Notes purchased directly from the Company) with the Prospectus which constitutes part of the Exchange Offer.

The undersigned also warrants that acceptance of any tendered Old Notes by the Company and the issuance of New Notes in exchange therefor shall constitute performance in full by the Company of certain of its obligations under the related registration rights agreement, which has been filed as an exhibit to the registration statement in connection with the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please issue the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not tendered or exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

The Company will be deemed to have accepted validly tendered Old Notes when, as and if the Company shall have given oral (promptly confirmed in writing) or written notice of acceptance to the Exchange Agent.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

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SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above. Issue: New Notes and/or Old Notes to:	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this Letter of Transmittal above. Mail: New Notes and/or Old Notes to:
Name(s)	Name(s)
(Please Type or Print)	(Please Type or Print)
(Please Type or Print)	(Please Type or Print)
Address	Address
(Zip Code)	(Zip Code)
CUSIP Number of Old Notes	CUSIP Number of Old Notes
Employer Identification Number or Social Security Number
(Complete Substitute Form W-9) Credit unexchanged Old Notes delivered by book-entry transfer to the DTC account set forth below.
(DTC Account Number, If Applicable)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

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PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (Complete Accompanying Substitute Form W-9 on reverse side)
x	, 2005
x	, 2005
Signature(s) of Owner	Date
Area Code and Telephone Number
Aggregate Principal Amount of Old Note(s) Tendered:
CUSIP Number	Employer Identification Number or Social Security Number
This Letter of Transmittal must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes hereby tendered or on a DTC security position listing or by any person(s) authorized to become a registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.
Name(s):
(Please Type or Print)
Capacity:
Address:
(Including Zip Code)

8

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) Guaranteed by

an Eligible Institution:                                                                                                                                                                             

(Authorized Signature)

(Title)

(Name and Firm)

Dated:

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.  Delivery of this Letter of Transmittal and Old Notes; Guaranteed Delivery Procedures.

In order for any Holder of Old Notes to tender all or any portion of such Old Notes, the Exchange Agent must receive either this Letter of Transmittal completed by such Holder or an Agent’s Message with respect to such Holder. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile hereof or Agent’s Message in lieu hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedures for book-entry tender on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer-Guaranteed Delivery Procedures.” Pursuant to such procedures, (1) such tender must be made through an Eligible Institution, (2) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Old Notes, the certificate numbers of such Old Notes (unless tender is to be made by book-entry transfer) and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange (“NYSE”) trading days after the date of delivery of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (3) the certificates for all physically tendered Old Notes, in the proper form for transfer, or Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder, but the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Old Notes or Letters of Transmittal should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such Holders.

See the section entitled “The Exchange Offer” in the Prospectus.

2.  Partial Tenders (not applicable to Holders who tender by book-entry transfer).

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amounts of Old Notes to be tendered in the box above entitled “Description of Old Notes—Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box

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on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3.  Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the Holder of such Old Notes without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal is signed by the registered Holder or Holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered Holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered Holder or Holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder or Holders appear(s) on the certificate(s) and signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates representing Old Notes or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Except as provided below, endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States (an “Eligible Institution”).

Signatures on this Letter of Transmittal need NOT be guaranteed by an Eligible Institution if the Old Notes are tendered: (1) by a registered Holder of Old Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” or (2) for the account of an Eligible Institution.

4.  Special Issuance and Delivery Instruction.

Tendering Holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such Holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

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5.  Taxpayer Identification Number.

United States federal income tax law generally requires that it a tendering Holder whose Old Notes are accepted for exchange is a United States person, the Holder must provide the Company (as payor) with such Holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below, which in the case of a tendering Holder who is an individual, is generally his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, delivery to such tendering Holder of New Notes may be subject to backup withholding of all reportable payments made after the exchange. The backup withholding rate is currently 28%. Backup withholding is not an additional tax. Rather the tax liability of person is subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

To prevent backup withholding, each tendering Holder of Old Notes must provide its correct TIN by completing the substitute Form W-9 set forth below, certifying that the Holder is a United States person (including a United States resident alien), that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (1) the Holder is exempt from backup withholding, (2) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (3) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. These forms may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the Guidelines for Certification of Taxpayer Identification Number or Subsitute Form W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the substitute Form W-9, write “applied for” in lieu of its TIN and sign the Certificate of Awaiting Taxpayer Identification Number. Note: Checking this box and writing “applied for” on the Form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Company within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Company.

Certain types of Holders of Old Notes (generally including, among others, corporations and certain foreign entities) are not subject to backup withholding. Exempt U.S. Holders should indicate their status by entering their correct TIN, checking the box in Part 2 and signing and dating the substitute Form W-9. If the tendering Holder of Old Notes is a nonresident alien or foreign entity not subject to backup withholding, such Holder must give the Company a completed Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or if applicable, Form W-8ECI, or Form W-8IMY, instead of a substitute Form W-9.

6.  Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes to the Company or its order pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

7.  Company Determination Final; Waiver of Conditions.

All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes

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not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. None of the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders of the Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

8.  No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Old Notes, by causing this Letter of Transmittal or an Agent’s Message in lieu hereof to be delivered to the Exchange Agent, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

None of the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

9.  Mutilated, Lost, Stolen or Destroyed Old Notes.

Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.  Requests for Additional Copies.

Requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent, at the address and telephone number indicated above.

11.  Incorporation of the Letter of Transmittal.

This Letter of Transmittal shall be deemed to be incorporated in, and acknowledged and accepted by, a tender through, DTC’s ATOP procedures by any participant on behalf of itself and the beneficial owners of any Old Notes so tendered.

12.  Withdrawals.

This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer— Withdrawal Rights” section of the Prospectus.

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TO BE COMPLETED BY ALL TENDERING HOLDERS

(SEE INSTRUCTION 5)

SUBSTITUTE Form W-9	PART 1—PLEASE PROVIDE YOUR TIN AND CERTIFY BY SIGNING AND DATING BELOW: TIN:                                                       (Social Security Number or Employer Identification Number)	PART 2—FOR PAYEES EXEMPT FROM BACK UP WITHHOLDING Exempt
	Part 3—TIN Applied For
Department of the Treasury Internal Revenue Service	Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1)    the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; (3)    I am a U.S. person (including a U.S. resident alien); and (4)    any other information provided on this form is true and correct. SIGNATURE                                                       DATE
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified subsequently by the IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administrative Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number by the time of the exchange, 30 percent (subject to further adjustment under applicable law) of all reportable payments made to me thereafter will be withheld until I provide a number.
Signature                                                                                   Date

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EX-99.4

Exhibit 99.4

Notice of Guaranteed Delivery

for Tender of

13% Senior Discount Notes due 2013

of

American Tire Distributors Holdings, Inc.

and

Senior Floating Rate Notes due 2012

and

10 ³/4% Senior Notes due 2013

of

American Tire Distributors, Inc.

(collectively, the “Old Notes”)

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of American Tire Distributors, Inc. (the “Company”) and American Tire Distributors Holdings, Inc. (“Holdings”, and collectively with the Company, the “Issuer”) made pursuant to the Prospectus, dated May 12, 2005 (the “Prospectus”), if certificates for the Issuer’s outstanding Senior Floating Rate Notes due 2012, the 10 ³/4% Senior Notes due 2013 and the 13% Senior Discount Notes due 2013 (collectively, the “Old Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wachovia Bank, N.A., as exchange agent (the “Exchange Agent”), prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. Capitalized terms not defined herein are defined in the Prospectus.

To: Wachovia Bank, N.A., Exchange Agent

By mail, hand delivery or overnight courier:

Attn: Marsha Rice

Wachovia Bank, N.A.

Corporate Actions - NC1153

1525 West W.T. Harris Blvd., 3C3

Charlotte, NC 28262-8522

By facsimile transmission:

(for eligible institutions only)

(704) 590-7628

Confirm by telephone:

(704) 590-7413

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus, the undersigned hereby tenders to the Issuer the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedure described in the Prospectus under “The Exchange Offer – Guaranteed Delivery Procedures.”

Principal Amount of Old Notes Tendered must be in denominations of principal amount of $1,000 or any integral multiple thereof:
$
Certificate Nos. (if available)	CUSIP Nos.
Total Principal Amount Represented by Old Notes Certificate(s):	If Old Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.
$	Account Number

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

x                                                                                                                                                                                                                  

x                                                                                                                                                                                                                  

Signature(s) of Owner(s) or Authorized Signatory                                                      Date

Area Code and Telephone Number                                                                                                                                                    

Must be signed by the holder(s) of Old Notes as their names(s) appear(s) on certificates for Old Notes or on a
security position listing, or by person(s) authorized to become registered holder(s) by endorsement and
documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s)                                                                                                                                                                                                         

Capacity                                                                                                                                                                                                       

Address(es)                                                                                                                                                                                                 

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GUARANTEE

(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the certificates for all physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal
(or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and any other
documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set
forth above, within three (3) New York Stock Exchange trading days after the date of execution of the Notice
of Guaranteed Delivery.

The undersigned acknowledges that it must deliver the Letter of Transmittal and the Old Notes tendered
hereby to the Exchange Agent within the time period set for the above and that failure to do so could result in a
financial loss to the undersigned.

                Name of Firm                                                     Authorized Signature

                Address                                                                          Title

                Zip Code                                                              (Please Type or Print)

NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THE FORM. CERTIFICATES FOR OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

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EX-99.5

Exhibit 99.5

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

OFFER TO EXCHANGE

ANY AND ALL OF ITS OUTSTANDING

13% SENIOR DISCOUNT NOTES DUE 2013

FOR ITS NEW 13% SENIOR DISCOUNT NOTES DUE 2013

AND

AMERICAN TIRE DISTRIBUTORS, INC.

OFFER TO EXCHANGE

SENIOR FLOATING RATE NOTES DUE 2012

FOR ITS NEW SENIOR FLOATING RATE NOTES DUE 2012

AND

10 ³/4% SENIOR NOTES DUE 2013 FOR ITS NEW 10 ³/4% SENIOR NOTES DUE 2013

TO: BROKERS, DEALERS, COMMERCIAL BANKS,

TRUST COMPANIES, AND OTHER NOMINEES:

American Tire Distributors, Inc. (“ATD”) and American Tire Distributors Holdings, Inc. (“Holdings”, and collectively with ATD, the “Company”) are offering, upon and subject to the terms and conditions set forth in the Prospectus, dated                     , 2005 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) (which together constitute the “Exchange Offer”), to exchange principal amounts of its new 13% Senior Discount Notes due 2013, Senior Floating Rate Notes due 2012 and 10 ³/4% Senior Notes due 2013 (collectively, the “Exchange Notes”), which exchange has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which the Prospectus is a part, for equal principal amounts of its outstanding 13% Senior Discount Notes due 2013, Senior Floating Rate Notes due 2012 and 10 ³/4% Senior Notes due 2013 (collectively, the “Old Notes”), of which, collectively, $341.48 million in aggregate principal amount are outstanding as of the date hereof, upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of March 31, 2005 (the “Registration Rights Agreement”), by and among the Company, as the issuer, and the initial purchasers listed therein (in such capacities, the “Initial Purchasers”).

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. Prospectus dated                     , 2005;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer, if certificates for Old Notes are not immediately available, or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below), or if the procedure for book-entry transfer cannot be completed on a timely basis;

4. A form of letter that may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

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5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

6. Return envelopes addressed to Wachovia Bank, N.A., the Exchange Agent for the Old Notes.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time,                     , 2005 unless extended by the Company (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, and certificates representing the Old Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 5 of the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wachovia Bank, National Association, the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal. [However, the Company shall have final and binding determination, as to those questions, which are explicitly stated in Instruction number seven (7) to the Letter of Transmittal.]

Very truly yours,

American Tire Distributors, Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., AMERICAN TIRE DISTRIBUTORS, INC. OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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EX-99.6

Exhibit 99.6

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

OFFER TO EXCHANGE

ANY AND ALL OF ITS OUTSTANDING

13% SENIOR DISCOUNT NOTES DUE 2013

FOR ITS NEW 13% SENIOR DISCOUNT NOTES DUE 2013

AND

AMERICAN TIRE DISTRIBUTORS, INC.

OFFER TO EXCHANGE

SENIOR FLOATING RATE NOTES DUE 2012

FOR ITS NEW SENIOR FLOATING RATE NOTES DUE 2012

AND

10 ³/4% SENIOR NOTES DUE 2013

FOR ITS NEW 10 ³/4% SENIOR NOTES DUE 2013

TO OUR CLIENTS:

Enclosed for your consideration is a Prospectus, dated                     , 2005 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of American Tire Distributors, Inc. (“ATD”) and American Tire Distributors Holdings, Inc. (“Holdings”, and collectively with ATD, the “Company”) to exchange principal amounts of its new 13% Senior Discount Notes due 2013, Senior Floating Rate Notes due 2012 and 10 ³/4% Senior Notes due 2013 (collectively, the “Exchange Notes”), which exchange has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which the Prospectus is part, for equal principal amounts of its outstanding 13% Senior Discount Notes due 2013, Senior Floating Rate Notes due 2012 and 10 ³/4% Senior Notes due 2013 (collectively, the “Old Notes”), of which, collectively, $341.48 million in aggregate principal amount are outstanding as of the date hereof, upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of March 31, 2005 (the “Registration Rights Agreement”), by and among the Company, as the issuer, and the initial purchasers listed therein (in such capacities, the “Initial Purchasers”).

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless extended by the Company. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer.”

3. Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 p.m., New York City time, on                     , 2005, unless extended by the Company.

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.

2

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by American Tire Distributors Holdings, Inc. and American Tire Distributors, Inc. with respect to its Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

Please tender the Old Notes held by you for my account as indicated below:

Please do not tender any Old Notes held by you for my account.	Please tender                      aggregate principal amount of the Old Notes held by you for my account.
Dated:                     , 2005
	Signature(s)
	Please print name(s) here
	Address(es)
	Area Code and Telephone Number(s)
	Tax Identification or Social Security No(s).

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon will constitute an instruction to us to tender all the Old Notes held by us for your account.

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