**Exhibit 10.1**

**THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED**

**LOAN AND SECURITY AGREEMENT**

THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and enteredinto as of February 8,2006, 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.,**aTexas 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”), **WHOLESALETIRE 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 FarmTire 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 ELECTRICCAPITAL 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 tothat 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 assupplemented by that certain Joinder Agreement and Supplement to Loan Agreement dated as of September 25,2005 and effective as of November 3, 2005, and as amended by that certain Second Amendment to Fourth Amended and Restated Loan andSecurity Agreement dated as of December 30,2005 (as amended, 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 legallybound hereby, agree as follows: 

**1) Definitions.**All capitalized terms used in this Amendment, unless otherwise definedherein, shall have the meaning ascribed to such terms in the Loan Agreement. 

**2) Amendment to Loan Agreement.**The Loan Agreement is hereby amended by deletingSection 6.11 of the Loan Agreement and by substituting the following new Section 6.11 in lieu thereof: 

6.11Merfier 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 givingeffect to such merger; 

(b) On or before March 31, 2006, Haas Holding, Texas Holdings, Big State, Target, WTD Utah, WTDWyoming, WTD Idaho and Farm Tire shall be merged with and into Speed Merchant with Speed Merchant being the surviving corporation after giving effect to such mergers; 

(c) Except as otherwise provided in Section 6.11 (b) above or otherwise consented to by Administrative Agent in writing fromtime to time, 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 Speed Merchant, with Speed Merchant being thesurviving corporation after giving effect to such merger; and 

(d) Haas Tire shall not be required to merge with and intoSpeed Merchant pursuant to this Section 6.11 and shall remain as a Borrower under the Loan Agreement. 

**3) Ratification andReaffirmation.** 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, DocumentationAgent, Administrative Agent and Lenders pursuant to the Loan Agreement or any of the Loan Documents. 

**4) Acknowledgments andStipulations.** 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, bothindividually 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 counterclaimon the date hereof, the same is hereby waived by each Borrower). 

**5) Representations and Warranties.** Each Borrower representsand 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 allrequisite 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 andas of the date hereof. 

**6) Reference to Loan Agreement.** Upon the effectiveness of this Amendment, each reference in the LoanAgreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Amendment. 

 

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**7) Breach of Amendment.** This Amendment shall be part of the Loan Agreement and a breach ofany representation, warranty or covenant herein shall constitute an Event of Default. 

**8) Expenses of Lender.** Borrowers agreeto pay, on demand, all reasonable costs and expenses actually 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 allamendments, 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 agreementreferred to herein or contemplated hereby. 

**9) Effectiveness; Governing Law.** This Amendment shall be effective uponacceptance by Administrative Agent and Required 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 anyprovision of the Loan Agreement or any of 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 LoanAgreement as herein modified shall continue in full force and effect. 

**12) Counterparts; Telecopied Signatures.** ThisAmendment 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 sameagreement. 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 thetransactions contemplated hereby. 

**14) Section Titles.** Section titles and references used in this Amendment shall be withoutsubstantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto. 

**15) Waiver ofJury 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.**

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and have causedthis 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/ J. Michael Gaither
 
Name: 
 
J. Michael Gaither
 
Title: 
 
Executive Vice President
**THE SPEED MERCHANT, INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO
**T.O. HAAS HOLDING CO., INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO
**T.O. HAAS TIRE COMPANY, INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO
**TEXAS MARKET TIRE HOLDINGS I, INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO

 

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**TEXAS MARKET TIRE, INC., d/b/a Big State**

**Tire Supply**

By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO
**TARGET TIRE, INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO
**WHOLESALE TIRE DISTRIBUTORS, INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO

**WHOLESALE TIRE DISTRIBUTORS OF**

**WYOMING, INC.**

By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO

**WHOLESALE TIRE DISTRIBUTORS OF**

**IDAHO, INC.**

By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO
**FARM TIRE & SUPPLY CO., INC.**
By: 
 
/s/ David L. Dyckman
 
Name: 
 
David L. Dyckman
 
Title: 
 
Vice President & CFO

 

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**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

 

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**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

 

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