Registration Rights Agreement, made as of March 31, 2005



 Exhibit 10.17 
  
 REGISTRATION RIGHTS AGREEMENT 
  

by and among 
  
 American Tire Distributors, Inc., and the Guarantors party hereto 
  
 and 
  
 Banc of America Securities LLC 
 Credit Suisse First Boston LLC 

Wachovia Capital Markets, LLC 
  
 Dated as of March 31, 2005 







 REGISTRATION RIGHTS AGREEMENT 
  
 This Registration Rights Agreement (this “Agreement”) is made and entered into as of March
31, 2005, by and among American Tire Distributors, Inc., a Delaware corporation (the “Company”), the affiliates of the Company party hereto (the “Guarantors”), Banc of America Securities
LLC, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the
Company’s Senior Floating Rate Notes due 2012 (the “Initial Floating Rate Notes”) and the Company’s 10.750% Senior Notes due 2013 (the “Initial Fixed Rate Notes” and, together
with the Initial Floating Rate Notes, the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). 
  
 This Agreement is made pursuant to the Purchase Agreement, dated as of March 23, 2005 (together with the Assumption Agreement dated March 31, 2005
executed by the Company and the Guarantors, the “Purchase Agreement”), by and among ATD MergerSub, Inc., American Tire Distributors Holdings, Inc. and the Initial Purchasers (i) for your benefit and for the benefit of
each other Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(k) of the Purchase Agreement. 
  
 The parties hereby agree as follows: 
  
 SECTION 1. Definitions. As used in this Agreement, the
following capitalized terms shall have the following meanings: 
  
 Additional Interest: As defined in Section 5. 
  
 Additional Interest Payment Date: With respect to a series of Notes, each Interest Payment Date for such series of Notes. 
  
 Advice: As defined in Section 6. 
  
 Broker-Dealer: Any broker or dealer registered under the Exchange Act. 
  
 Closing Date: The date of this Agreement. 
  
 Commission: The Securities and Exchange Commission. 
  
 Consummate: A registered Exchange Offer shall be deemed “Consummated” with respect to
a series of Initial Notes for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer
with respect to such series, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the
delivery by the Company to the Registrar under the applicable Indenture 








 
of Exchange Notes with respect to such series in the same aggregate principal amount as the aggregate principal amount of Initial Notes of such series that
were validly tendered by Holders thereof pursuant to the Exchange Offer. 
  
 Effectiveness Target Date: As defined in Section 5. 
  
 Exchange Act: The Securities Exchange Act of 1934, as amended. 
  
 Exchange Notes: The Senior Floating Rate Notes due 2012, and the 10.750% Senior Notes due 2013, in each case of the same series under the
applicable Indenture as the Initial Notes of such series (and guaranteed by the Guarantors), to be issued to Holders in exchange for Transfer Restricted Securities of such series pursuant to this Agreement. 
  
 Exchange Offer: The registration by the Company and the
Guarantors under the Securities Act of the Exchange Notes of a series pursuant to a Registration Statement pursuant to which the Company and the Guarantors shall offer the Holders of all outstanding Transfer Restricted Securities of such series the
opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes of such series in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders. 
  
 Exchange
Offer Registration Statement: Any Registration Statement relating to an Exchange Offer, including the related Prospectus. 
  
 Holders: As defined in Section 2(b) hereof.  
  
 Indemnified Holder: As defined in Section 8(a) hereof. 
  
 Indentures: The Indentures, each dated as of March 31, 2005, among the Company, the Guarantors and Wachovia Bank National Association, as trustee
(the “Trustee”), pursuant to which each series of the Notes is to be issued, as such Indentures are amended or supplemented from time to time in accordance with the terms thereof. 
  
 Initial Purchaser: As defined in the preamble hereto. 
  
 Initial Notes: As defined in the preamble hereto, but only for
so long as such securities constitute Transfer Restricted Securities. 
  
 Interest Payment Date: As defined in the applicable Indenture and the applicable Notes. 
  
 NASD: National Association of Securities Dealers, Inc.  
  
 Non-Eligible Notes: As defined in Section 4(a) hereof.  
  
 Notes: The Initial Notes and the Exchange Notes. 
  

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 Person: An individual, partnership, limited liability company, corporation, trust, unincorporated
organization or other legal entity, or a government or agency or political subdivision thereof. 
  
 Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
  
 Record Holder: With respect to any Interest Payment Date relating to the Notes of a series on which Additional Interest is to be paid, each Person
who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Additional Interest Payment Date shall occur. 
  
 Registration Default: As defined in Section 5 hereof. 
  
 Registration Statement: Any Exchange Offer Registration Statement or Shelf Registration Statement, which is filed pursuant to the provisions of
this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 
  
 Securities Act: The Securities Act of 1933, as amended. 

  
 Shelf Filing Deadline: As defined in Section 4
hereof.  
  
 Shelf Registration Statement: As
defined in Section 4 hereof.  
  
 Suspension Period:
As defined in Section 6(d) hereof. 
  
 Trust Indenture Act:
The Trust Indenture Act of 1939 as in effect on the date of the applicable Indenture. 
  
 Transfer Restricted Securities: Each (i) Initial Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and
(c) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act or is eligible for distribution pursuant to Rule 144(k) under the Securities Act and (ii) Exchange Note issued to a Broker-Dealer until the
date on which such Note has been distributed by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). 
  
 Underwritten Registration or Underwritten Offering: A
registration in which securities of the Company are sold to an underwriter for reoffering to the public. 
  

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 SECTION 2. Securities Subject to this Agreement. 
  
 (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities. 
  
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

  
 SECTION 3. Registered Exchange Offer.

  
 (a) Unless the Exchange Offers shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) use commercially reasonable efforts to file with the Commission on or prior to 120 days
after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes of each series and the Exchange Offers, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective
at the earliest possible time, but in no event later than 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such
Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offers
(unless the Exchange Offers would not be permitted by applicable law or Commission policy). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the
Transfer Restricted Securities of each series and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below. 
  
 (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep each Exchange Offer
open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days (as
defined in SEC rules) after the date notice of such Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause each Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the
Notes (and guarantees thereof) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to 30 Business
Days after the Effectiveness Target Date for such Exchange Offer Registration Statement. 
  
 (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that
are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such
Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an 

  

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“underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such
“Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

  
 The Company and the Guarantors shall use their commercially
reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which all Broker-Dealers are no longer
required to deliver a prospectus in connection with market-making or other trading activities. 
  
 The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in
order to facilitate such resales. 
  
 SECTION 4.
Shelf Registration. 
  
 (a) Shelf Registration. If
(i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for a series of Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after
the procedures set forth in Section 6(a)(i) below have been complied with), (ii) for any reason the Exchange Offer for a series of Notes is not Consummated within 30 Business Days after the Effectiveness Target Date of the Exchange Offer
Registration Statement for such series of Notes, or (iii) any Holder of Transfer Restricted Securities (“Non-Eligible Notes”) notifies the Company prior to the 20th day following consummation of the applicable Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in
the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the
Guarantors shall 
  
 (x) use commercially
reasonable efforts to file a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration 

  

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Statement”) on or prior to the earliest to occur of (1) the 120th day after the date on which the Company determines that it is not
required to file the Exchange Offer Registration Statement as contemplated by clause (i) above, (2) the 120th day after the date 30 Business Days after the Effectiveness Target Date if the Exchange Offer for a series of Notes is not Consummated as
contemplated by clause (ii) above and (3) the 120th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, (such date being the “Shelf Filing
Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities (or, in the case of clause (iii), all Non-Eligible Notes) the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and 
  
 (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission at the earliest possible time, but in no event later than the 90th day after the Shelf Filing Deadline.

  
 The Company and the Guarantors shall use their commercially
reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended (subject to Section 6(d) below) as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Notes covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration Statement or are eligible for resale pursuant to Rule 144(k)). 
  
 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 
  
 SECTION 5. Additional Interest. If, with respect to a
series of Notes, (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared
effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) unless the Exchange Offers shall not be permissible under applicable law
or Commission policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any
Registration Statement required by this Agreement is filed and declared effective but 

  

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shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a period not to exceed
that permitted by Section 6(d) below) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses
(i) through (iv), a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne by the Transfer Restricted Securities of such series shall be increased by 0.25% per annum during
the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum
(“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities (or at such time as any Note ceases to be a Transfer Restricted Security), Additional
Interest payable with respect to the relevant Transfer Restricted Securities will cease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Securities shall again be increased pursuant to the foregoing provisions. 
  
 All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. 
  
 All accrued Additional Interest shall be paid to the record Holders entitled thereto, in the manner provided for the payment of interest in the applicable
Indenture, on each Interest Payment Date, as more fully set forth in the applicable Indenture and the Initial Notes. 
  
 The obligation of the Company and the Guarantors to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive
monetary remedy of the Initial Purchasers and the Holders for any such Registration Default. 
  
 SECTION 6. Registration Procedures. 
  
 (a) Exchange Offer Registration Statement. In connection with each Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their commercially
reasonable efforts to effect such exchange and to permit the resale of Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealers acquired for their own account as a result of market making activities or other
trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

  
 (i) If, in the reasonable opinion of counsel
to the Company, there is a question as to whether the Exchange Offers are permitted by applicable law, the Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and
the Guarantors to Consummate Exchange Offers for the Initial Notes. The Company and the Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable
action to effect a change of Commission policy. The 

  

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Company and the Guarantors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff
an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such Exchange Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of
such submission. 
  
 (ii) As a condition to its
participation in an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) substantially to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in,
and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer (C) it is acquiring the Exchange Notes in its ordinary course of business and (D) if such Holder is a
Broker-Dealer, it has acquired the Exchange Notes as a result of market-making activities or other trading activities and will comply with the applicable provisions of the Securities Act. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a
distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by
an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired
by such Holder directly from the Company. 
  
 (b) Shelf
Registration Statement. In connection with a Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their commercially reasonable efforts to effect such registration
to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantors will as expeditiously as possible prepare and file
with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof. 
  
 (c) General Provisions.
In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus

  

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 required to permit resales of Notes by Broker-Dealers), the Company and each of the Guarantors shall: 
  
 (i) except during a Suspension Period, use its commercially
reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the
period specified in Section 3 or 4 of this Agreement, as applicable (subject to Section 6(d) below); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the
case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related
Prospectus to become usable for their intended purposes as soon as practicable thereafter; 
  
 (ii) except during a Suspension Period, prepare and file with the Commission such amendments and post-effective amendments to such
Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 
  
 (iii) in the case of a Shelf Registration Statement, advise the underwriters, if any, and selling Holders
promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective
amendment thereto, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement under the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or (C) except during a Suspension Period, of the existence of any
fact or the happening of any event that makes any statement of a material fact made in such Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in such Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of such Registration
Statement, or any state securities 

  

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commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 
  
 (iv) in the case of a Shelf Registration Statement, furnish
without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriters, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of
such Holders and underwriters in connection with such sale, if any, for a period of at least five business days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration
Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriters, if any, shall reasonably object in writing
within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be
reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 
  
 (v) in the case of a Shelf Registration Statement, promptly prior to the filing of any document that is to
be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriters, if any, make available
representatives of the Company and of the Guarantors for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriters, if
any, reasonably may request; 
  
 (vi) in the case
of a Shelf Registration Statement, make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained
by such Initial Purchasers or any of the underwriters, all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and
employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness; 
  
 (vii) except during a Suspension Period, if requested by any
selling Holders or the underwriters, if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriters, if any, may
reasonably request to 

  

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have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities,
information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

  
 (viii) in the case of a Shelf Registration
Statement, furnish to each selling Holder, each Broker-Dealer that holds Notes and each of the underwriters, if any, without charge, at least one copy of such Registration Statement, as first filed with the Commission, and of each amendment thereto,
including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
  
 (ix) in the case of a Shelf Registration Statement, deliver to each selling Holder, each Broker-Dealer that
holds Notes and each of the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors
hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriters, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto; 
  
 (x) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement) and make such representations and warranties, and take all such other actions in connection therewith in order to expedite
or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by any Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, the Company and the Guarantors shall, in the case of a Shelf Registration Statement: 
  
 (A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request
and as are customarily made by issuers to underwriters in primary underwritten offerings, upon effectiveness of the Shelf Registration Statement: 
  
 (1) a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President
and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(g) of the Purchase Agreement and such other
matters as such parties may reasonably request; 
  

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 (2) an opinion, dated the date of effectiveness of the Shelf Registration Statement of
counsel for the Company and the Guarantors, covering the same matters as the opinion described in Section 5(c) of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the
effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the selling Holders’ representatives and the selling
Holders’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not
independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the Shelf
Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the statements included in any Registration Statement contemplated by this Agreement or the related Prospectus; and 
  
 (3) in the case of an underwriter, a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement
from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings; 
  
 (B) set forth in full or incorporate by reference in the
underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and 
  
 (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence
compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors pursuant to this clause (x), if any. 
  
 If at any time the representations and warranties of the
Company and the Guarantors contemplated in clause (A)(l) above cease to be true and correct, the 

  

 12 








 
Company or the Guarantors shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such
Persons, shall confirm such advice in writing; 
  
 (xi) in the case of a Shelf Registration Statement, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the
registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriters may request and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to (A) register or qualify as a
foreign corporation where it is not then so qualified, (B) make any changes to its organizational documents or (C) to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions
relating to such Registration Statement, in any jurisdiction where it is not then so subject; 
  
 (xii) shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes of the same
series, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes of such series surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in
the name of such Holder or in the name of the purchasers of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation; 
  
 (xiii) cooperate with the selling Holders and the
underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders or the underwriters, if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriters; 
  
 (xiv) use its commercially reasonable efforts to cause the
Transfer Restricted Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above; 
  
 (xv) except during a Suspension Period, if any fact or event contemplated by clause (c)(iii)(C) above shall exist or have occurred,
prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of
Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; 
  

 13 








 (xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of such Registration Statement and provide the Trustee under the applicable Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depositary Trust Company;

  
 (xvii) cooperate and assist in any filings
required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations
of the NASD, and use its reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to
consummate the disposition of such Transfer Restricted Securities; 
  
 (xviii) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm
or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such Registration Statement; and

  
 (xix) cause each Indenture to be qualified
under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to each
Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required
to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner. 
  
 Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the
existence of any fact of the kind described in Section 6(c)(iii)(C) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of
any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended (but not beyond the date on which all Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading
activities (in the case of Section 3) or the date when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement 
  

 14 








 or are eligible for resale pursuant to Rule 144(k) (in the case of Section 4)) by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(C) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice. 
  
 (d) The Company will have the ability to suspend a Shelf Registration Statement (a “Suspension Period”), if the Company’s Board of Directors determines, in their reasonable
business judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other
material transaction involving the Company. A Suspension Period shall commence on and include the date that the Company and the Guarantors give notice that the Shelf Registration Statement is no longer effective or the Prospectus included therein is
no longer usable for offers and sales of Transfer Restricted Securities covered by such Registration Statement and continue until holders of such Transfer Restricted Securities either receive the copies of the supplemented or amended prospectus
contemplated by Section 6(c) above or are advised in writing by the Company and the Guarantors that use of the Prospectus may be resumed. The Company will not be permitted to exercise its rights under this paragraph more than twice in any
twelve-month period with respect to a series of Notes, and any such suspensions with respect to a series of Notes may not exceed 90 days in the aggregate during any twelve month period. 
  
 SECTION 7. Registration Expenses. 
  
 (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement
will be borne by the Company or the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or
Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with
federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offers and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange
Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of
any special audit and comfort letters required by or incident to such performance). 
  
 The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts, retained by the Company. 
  

 15 








 (b) In connection with any Shelf Registration Statement required by this Agreement, the Company will
reimburse the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in principal amount of
the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 
  
 SECTION 8. Indemnification. 
  
 (a) The Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”)
and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
“Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of
all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the
Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have. 
  
 In case any action or proceeding (including any governmental or regulatory
investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by
such controlling person) shall promptly notify the Company and the Guarantors in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantors of their respective obligations pursuant to this
Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately
determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such
Indemnified Holders, which firm shall be designated by the Holders. The Company shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld
unreasonably, and the Company agrees to indemnify and hold harmless any 
  

 16 








 Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any
action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or
threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. 
  
 (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and
their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the
respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to
claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their
respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company, the Guarantors or their
respective directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 
  
 (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company and the Guarantors on the
one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Indemnified Holder 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 the second paragraph of Section
8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 
  
 The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to
this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such 
  

 17 








 purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and
their related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial
Notes held by each of the Holders hereunder and not joint. 
  
 SECTION 9. Participation In Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on
the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such underwriting arrangements. 
  
 SECTION 10. Selection Of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company. 
  
 SECTION 11. Miscellaneous. 
  
 (a) Remedies. The Company and the Guarantors each hereby agree that,
subject to Section 5, monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a
remedy at law would be adequate. 
  
 (b) No Inconsistent
Agreements. The Company and the Guarantors will not, on or after the date of this Agreement enter into any agreement with respect to their securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the
date hereof. 
  

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 (c) Adjustments Affecting the Notes. The Company and the Guarantors will not take any action, or
permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. 
  
 (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities of each series affected thereby. Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to an Exchange Offer and that does not affect directly or indirectly the rights of
other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement,
waiver, consent or departure is to be effective. 
  
 (e)
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing
overnight delivery: 
  
 (i) if to a Holder, at
the address set forth on the records of the Registrar under the applicable Indenture, with a copy to the Registrar under the applicable Indenture; and 
  
 (ii) if to the Company: 
  
 American Tire Distributors, Inc. 
 12200 Herbert Wayne Court 
 Huntersville, NC 28070 
 Telecopier No.: (704) 992-1294 
 Attention: J. Michael Gaither 
  
 With a copy to: 
  
 Gibson Dunn & Crutcher LLP 
 200 Park Avenue 
 New York, NY 10016 
 Telecopier No.: (212) 351-5276 
 Attention: Joerg H. Esdorn 
  
 All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery. 
  

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 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee at the address specified in the Indentures. 
  
 (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign
acquired Transfer Restricted Securities from such Holder. 
  
 (f)
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. 
  
 (g) Headings. The headings
in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF. 
  
 (i) Severability. In the
event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby. 
  
 (j) Entire Agreement. This Agreement together with the other Transaction Agreements (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

  
 [Signature Page Follows] 
  

 20 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 AMERICAN TIRE DISTRIBUTORS, INC.

		
	 By:
	 	 /s/ J. Michael Gaither


	 Name:
	 	 J. Michael Gaither

	 Title:
	 	 Secretary



  

			
	 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:
	 	 /s/ J. Michael Gaither


	 Name:
	 	 J. Michael Gaither

	 Title:
	 	 Secretary



  

 21 








 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/ Bruce Thompson


	 	 	 Managing Director