Purchase Aagreement, dated March 23, 2005



 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 57th 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 
  

 11 








 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 
  

 14 








 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. 
  

 15 








 (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.

  

 17 








 (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 
  

 20 








 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 
  

 21 








 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 57th 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 
  

 25 








 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. 
  

 26 








 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] 
  

 27 








 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