Supplement Indenture, 03/31/05 ("the "Fixed Rate Supplemental Indenture")



 Exhibit 4.5 
  

SUPPLEMENTAL INDENTURE 
  
 dated as of March 31, 2005 
  
 among 
  
 AMERICAN TIRE DISTRIBUTORS, INC., 
  
 The Guarantor(s) Party Hereto 
  
 and 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION, 

 
 as Trustee 
  

  
 Senior Floating Rate Notes due 2012 
  

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 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of March
31, 2005, among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), THE SPEED MERCHANT, INC., a California
corporation, T.O. HAAS HOLDING CO., INC., a Nebraska corporation, T.O. HAAS TIRE COMPANY, INC., a Nebraska corporation, TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation, TEXAS MARKET TIRE, INC., a Texas corporation, and TARGET TIRE, INC., a
North Carolina corporation (each an “Undersigned”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”). 
  
 RECITALS 
  
 WHEREAS, the Company, Holdings and the Trustee entered into the Indenture, dated as of March 31, 2005 (the “Indenture”), relating to the
Company’s Senior Floating Rate Notes due 2012 (the “Securities”); 
  
 WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Domestic Restricted
Subsidiaries to provide Security Guarantees, except in certain circumstances. 
  
 AGREEMENT 
  
 NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows: 
  
 Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture. 

 
 Section 2. Each Undersigned, by its execution of this Supplemental
Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article XI thereof. 
  
 Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New
York. 
  
 Section 4. This Supplemental Indenture may be signed in
various counterparts which together will constitute one and the same instrument. 
  
 Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together. 
  
 Section 6. On the date hereof, the Company has merged with and into the
Issuer, with the Company being the surviving Person and, pursuant to Section 5.01 of the Indenture, the Company hereby expressly assumes all the obligations of the Issuer under the Indenture, the Securities and any Registration Rights Agreement.

  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	American Tire Distributors, Inc, as Issuer
		
	By:	 	 /s/ J. Michael Gaither


	Name:	 	J. Michael Gaither
	Title:	 	Secretary
	
	American Tire Distributors Holdings, Inc.
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	The Speed Merchant, Inc.
		
	 By:
	 	 /s/ J. Michael Gaither


	Name:	 	J. Michael Gaither
	Title:	 	Secretary
	
	T.O. Haas Holding Co., Inc.
		
	 By:
	 	 /s/ J. Michael Gaither


	Name:	 	J. Michael Gaither
	Title:	 	Secretary
	
	T.O. Haas Tire Company, Inc.
		
	 By:
	 	 /s/ J. Michael Gaither


	Name:	 	J. Michael Gaither
	Title:	 	Secretary


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	American Tire Distributors, Inc, as Issuer
		
	By:	 	  


	Name:	 	Richard Johnson
	Title:	 	Chief executive Officer
	
	American Tire Distributors Holdings, Inc.
		
	By:	 	 /s/ Steven Puccinelli


	Name:	 	Steven Puccinelli
	Title:	 	President
	
	The Speed Merchant, Inc.
		
	 By:
	 	  


	Name:	 	William Berry
	Title:	 	President
	
	T.O. Haas Holding Co., Inc.
		
	By:	 	  


	Name:	 	William Berry
	Title:	 	President
	
	T.O. Haas Tire Company, Inc.
		
	By:	 	  


	Name:	 	William Berry
	Title:	 	President


  
 [Floating Rate
Note Supplemental Indenture] 








			
	Texas Market Tire Holdings I, Inc.
		
	By:	 	 /s/ J. Michael Gaither


	Name: Title:	 	 J. Michael Gaither
 Secretary

	
	Texas Market Tire, Inc.
		
	By:	 	 /s/ J. Michael Gaither


	Name: Title:	 	 J. Michael Gaither
 Secretary

	
	Target Tire, Inc.
		
	By:	 	 /s/ J. Michael Gaither


	Name:	 	J. Michael Gaither
	Title:	 	Secretary
	
	Wachovia Bank, National Association, as Trustee
		
	By:	 	 /s/ Patrick L. Teague


	Name:	 	PATRICK L. TEAGUE
	Title:	 	Vice President