Second Amendment to Fourth Amended and Restated Loan and Security Agreement



 Exhibit 10.6 
 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED 
 LOAN AND SECURITY AGREEMENT

 THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered
into as of December 30, 2005, by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation and successor by merger to ATD MERGERSUB, Inc. (“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”), WHOLESALE
TIRE DISTRIBUTORS, INC., a Utah corporation (“WTD Utah”), WHOLESALE TIRE DISTRIBUTORS OF WYOMING, INC., a Wyoming corporation (“WTD Wyoming”), WHOLESALE TIRE DISTRIBUTORS OF IDAHO, INC., an Idaho corporation
(“WTD Idaho”) and FARM TIRE & SUPPLY CO., INC., a Utah corporation (“Farm Tire”; American Tire, Speed Merchant, Haas Holding, Haas Tire, Texas Holdings, Big State, Target, WTD Utah, WTD Wyoming, WTD Idaho and Farm
Tire are collectively referred to herein as “Borrowers” and each individually as a “Borrower”); the Lenders party to this Amendment (the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC
CAPITAL CORPORATION, in their capacity as Co-Syndication Agents (collectively the “Co-Syndication Agents”); THE CIT GROUP/BUSINESS CREDIT, INC., in its capacity as Documentation Agent (the “Documentation Agent”); and
BANK OF AMERICA, N.A., in its capacity as administrative and collateral agent for the Lenders (the “Administrative Agent”). 
 Recitals: 
 Administrative Agent, Co-Syndication Agents, Documentation Agent, Lenders and Borrowers are parties to
that certain Fourth Amended and Restated Loan and Security Agreement dated as of March 31, 2005, as amended by that certain First Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of October 3, 2005, and as
supplemented by that certain Joinder Agreement and Supplement to Loan Agreement dated as of September 25, 2005 and effective as of November 3, 2005 (the “Loan Agreement”), pursuant to which Lenders have made certain revolving
credit loans to Borrowers. 
 The parties desire to amend the Loan Agreement as hereinafter set forth. 
 NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 1) Definitions. All
capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement. 







 2) Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

 (a) By adding the following new definitions to Section 1.1 of the Loan Agreement in proper alphabetical sequence: 
 “Farm Tire”: Farm Tire & Supply Co., Inc., a Utah corporation. 
 “WTD Idaho”: Wholesale Tire Distributors of Idaho, Inc., an Idaho corporation. 
 “WTD Utah”: Wholesale Tire Distributors, Inc., a Utah corporation. 
 “WTD Wyoming”: Wholesale Tire Distributors of Wyoming, Inc., a Wyoming corporation. 
 (b) By deleting Section 6.11 of the Loan Agreement and by substituting the following new Section 6.11 in lieu thereof: 
 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) On or before
March 31, 2006, 
 (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 mergers; 
 (ii) Haas Holding shall merge with and into American Tire
with American Tire being the surviving corporation after giving effect to such merger; 
 (iii) Big State shall merge with and
into Texas Holdings, with Texas Holdings being the surviving corporation after giving effect to such merger; 
 (iv) Texas
Holdings shall merge with and into American Tire, with American Tire being the surviving corporation after giving effect to such merger; 
 (v) Farm Tire shall merge with and into WTD Utah, with WTD Utah being the surviving corporation after giving effect to such merger; and 
 (vi) WTD Utah, WTD Wyoming and WTD Idaho shall merge with and into American Tire, with American Tire being the surviving corporation after
giving effect to such mergers; 
 (c) Except as otherwise provided in Section 6.1 l(b) above, within ninety
(90) days after the joinder of any new Subsidiary pursuant to Section 6.8(b) hereof, the Borrowers shall cause each such Subsidiary to be merged with and into American Tire, with American Tire being the surviving corporation after giving
effect to such merger; and 
 (d) Haas Tire shall not be required to merge with and into American Tire pursuant to this
Section 6.11 and shall remain as a Borrower under the Loan Agreement. 
  

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 3) Ratification and Reaffirmation. Borrowers hereby ratify and reaffirm the Loan Agreement,
each of the Loan Documents, and all debts, covenants, duties and obligations now or at any time or times hereafter owing to the Co-Syndication Agents, Documentation Agent, Administrative Agent and Lenders pursuant to the Loan Agreement or any of the
Loan Documents. 
 4) Acknowledgments and Stipulations. Each Borrower acknowledges and stipulates that the Loan Agreement and
the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers, both individually and jointly and severally, in accordance with the terms thereof; and all of the Secured
Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower). 
 5) Representations and Warranties. Each Borrower represents and warrants to Agents and Lenders, to induce Agents and Lenders to enter into
this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate action on the part of each Borrower and this Amendment has
been duly executed and delivered by each Borrower; and all of the representations and warranties made by each Borrower in the Loan Agreement are true and correct on and as of the date hereof. 
 6) Reference to Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this
Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Amendment. 
 7) Breach of Amendment. This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default. 
 8) Expenses of Lender. Borrowers agree to pay, on demand, all costs and expenses incurred by Administrative Agent in connection with
the preparation, negotiation and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of
Administrative Agent’s legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby. 
 9) Effectiveness; Governing Law. This Amendment shall be effective upon acceptance by Administrative Agent and Lenders and shall be
governed by and construed in accordance with the internal laws of the State of New York. 
 10) Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 11) No
Novation, etc. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of 

  

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the other Loan Documents, each of which shall remain in full force and effect. This Amendment is not intended to be, nor shall it be construed to create, a
novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect. 
 12)
Counterparts; Telecopied Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto. 
 13) Further Assurances. Borrowers agree to take such further actions as Administrative Agent shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby. 
 14)
Section Titles. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto. 
 15) Waiver of Jury Trial. To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury
in any action, suit, counterclaim or proceeding arising out of or related to this Amendment. 
 (Signatures begin on following page)

  

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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 by their proper and duly authorized officers on the day and year first above written. 
  

					
		 	AMERICAN TIRE DISTRIBUTORS, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	THE SPEED MERCHANT, INC
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	T.O. HAAS HOLDING CO., INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	T.O. HAAS TIRE COMPANY, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	TEXAS MARKET TIRE HOLDINGS I, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President









					
		 	TEXAS MARKET TIRE, INC., d/b/a Big State Tire Supply
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	TARGET TIRE, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	WHOLESALE TIRE DISTRIBUTORS, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	WHOLESALE TIRE DISTRIBUTORS OF WYOMING, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	WHOLESALE TIRE DISTRIBUTORS OF IDAHO, INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President
		
		 	FARM TIRE & SUPPLY CO., INC.
			
		 	By:	  	/S/    WILLIAM E. BERRY
		 	Name:	  	William E. Berry
		 	Title:	  	President









					
		 	 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/    STEVEN J. HAAS
		 	Name:	  	Steven J. Haas
		 	Title:	  	Director
		
		 	 GENERAL ELECTRIC CAPITAL
 CORPORATION, as successor to Transamerica
 Business Capital Corporation, as Co-Syndication
 Agent and a Lender

			
		 	By:	  	/S/    MARIE G. MOLLO
		 	Name:	  	Marie G. Mollo
		 	Title:	  	Duly Authorized Signatory
		
		 	 THE CIT GROUP/BUSINESS CREDIT, INC.,
 as Documentation Agent and a Lender

			
		 	By:	  	/S/    CARL GIORDANO
		 	Name:	  	Carl Giordano
		 	Title:	  	Assistant Vice President









					
		 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION (Formerly known as 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:	  	Vice President
		
		 	CITIZENS LEASING CORPORATION, as assignee of The Royal Bank of Scotland, as a Lender
			
		 	By:	  	/S/    STEPHEN D. METTS
		 	Name:	  	Stephen D. Metts
		 	Title:	  	Vice President