exv10w5





Exhibit 10.5




February 7, 2007




American Tire Distributors, Inc.

The Speed Merchant, Inc.

T.O. Haas Tire Company, Inc.

Samaritan Wholesale Tire Company

12200 Herbert Wayne Court

Suite 150

Huntersville, North Carolina 28078

Attention: _______________




Ladies and Gentlemen:




     We refer to the Fourth Amended and Restated Loan and Security Agreement dated as of March 31,
2005 (as amended, restated, modified or supplemented and in effect on the date hereof, the “Loan
Agreement”), by and among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (“American
Tire”), THE SPEED MERCHANT, INC., a California corporation (“Speed Merchant”), T.O. HAAS TIRE
COMPANY, INC., a Nebraska corporation (“Haas Tire”), and SAMARITAN WHOLESALE TIRE COMPANY, a
Minnesota corporation (“Samaritan”) (American Tire, Speed Merchant, Haas Tire, and Samaritan are
referred to hereinafter individually as a “Borrower” and collectively as the “Borrowers”), the
financial institutions party from time to time to the Loan Agreement (the “Lenders”), BANK OF
AMERICA, N.A., a national banking association, in its capacity as collateral and administrative
agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”),
and the other agents named therein. Unless otherwise defined herein, capitalized terms are used
herein as defined in the Loan Agreement.



     Borrowers have requested that the Lenders amend Section 6.11 of the Loan Agreement to extend
the time period for consummating the merger of Samaritan with and into Speed Merchant. The Lenders
are willing to do so, subject to the terms and conditions contained herein:



     NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:



     The Loan Agreement is hereby amended, effective as of November 23, 2006, by deleting clause
(c) of Section 6.11 of the Loan Agreement and by substituting the following new clause (c) in lieu
thereof:




(c) Except as otherwise provided in Section 6.11(b) above or otherwise consented to by
Administrative Agent in writing from tithe 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 as the
surviving corporation after



 









 







giving effect to such merger; provided, that, the Borrowers shall
not be required to cause Samaritan to be merged with and into Speed Merchant, with
Speed Merchant as the surviving corporation, until February 28, 2007; and



     Borrowers represent and warrant that (i) all of the Secured Obligations are absolutely due and
owing by Borrowers, jointly and severally, without any defense, deduction, offset or counterclaim,
and (ii) except as expressly modified hereby, the terms, covenants and conditions of the Loan
Agreement and the other Loan Documents are in full force and effect and are hereby ratified and
confirmed.



     This letter 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) and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This letter agreement
may be executed in any number of counterparts and by different parties to this letter agreement 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 page counterpart delivered
by a party by facsimile transmission shall be deemed to be an original signature page counterpart
hereto. This letter agreement shall be effective upon execution by the Borrowers and acceptance by
Required Lenders.



	 	 	 	 	 
	 	Very truly yours,



BANK OF AMERICA, N.A., as

Administrative Agent and as a Lender

 	 
	 	By:  	/s/  Seth Benefield
 	 
	 	 	Name:  	Seth Benefield 	 
	 	 	Title:  	Vice President 	 



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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 

as Co-Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Susan Cromartie
 	 
	 	 	Name:  	Susan Cromartie 	 
	 	 	Title:  	Vice President 	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, 

as Successor to Transamerica Business Capital Corporation, as
Co-Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Sean McWhinnie
 	 
	 	 	Name:  	Sean McWhinnie 	 
	 	 	Title:  	Duly authorized signatory 	 
	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC., 

as Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Evelyn Kusold
 	 
	 	 	Name:  	Evelyn Kusold 	 
	 	 	Title:  	Vice President 	 
	 
	 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION, 
formerly known as Standard Federal Bank National Association, as a Lender

 	 
	 	By:  	LASALLE BUSINESS CREDIT, LLC, its agent
 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Steve Friedman
 	 
	 	 	Name:  	Steve Friedman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	CITIZENS LEASING CORPORATION, as a Lender

 	 
	 	By:  	/s/ Christopher Nairal
 	 
	 	 	Name:  	Christopher Nairal 	 
	 	 	Title:  	Vice President 	 
	 



[Signatures continued on next page]




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	 	Acknowledged and Agreed to:



BORROWERS:



AMERICAN TIRE DISTRIBUTORS, INC.

 	 
	 	By:  	/s/ David L. Dyckman
 	 
	 	 	Name:  	David L. Dyckman 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 
	 	THE SPEED MERCHANT, INC.

 	 
	 	By:  	/s/  David L. Dyckman
 	 
	 	 	Name:  	David L. Dyckman 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	T.O. HAAS TIRE COMPANY, INC.

 	 
	 	By:  	/s/  David L. Dyckman
 	 
	 	 	Name:  	David L. Dyckman 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	SAMARITAN WHOLESALE TIRE COMPANY

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




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