Exhibit 10.15



February 14, 2005



American Tire Distributors, Inc.

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.

12200 Herbert Wayne Court

Suite 150

Huntersville, North Carolina 28078

Attention: Mr. Scott Deininger



Ladies and Gentlemen:



We refer
to the Third Amended and Restated Loan and Security Agreement dated as of March 19, 2004 (as amended, modified or supplemented and in effect on the date hereof, the Loan Agreement), by and among AMERICAN TIRE DISTRIBUTORS, INC., a
Delaware corporation (American Tire), THE SPEED MERCHANT, INC., a California corporation (Speed Merchant), T.O. HAAS HOLDING CO., INC., a Nebraska corporation (Haas Holding), T.O. HAAS TIRE
COMPANY, INC., a Nebraska corporation (Haas Tire), TEXAS MARKET TIRE HOLDINGS I, INC., a Texas corporation (Holdings), TEXAS MARKET TIRE, INC., a Texas corporation doing business as Big State Tire Supply
(Big State), and TARGET TIRE, INC., a North Carolina corporation (Target; American Tire, Speed Merchant, Haas Holding, Haas Tire, Holdings, Big State and Target are referred to hereinafter individually as a
Borrower and collectively as the Borrowers), the financial institutions party from time to time to the Loan Agreement (the Lenders), FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as
collateral and administrative agent for the Lenders (together with its successors in such capacity, the Administrative Agent), and the other agents named therein. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Loan Agreement.



Borrowers have requested that
Lenders amend Section 11.5 of the Loan Agreement to increase the Capital Expenditure limitation set forth therein for Fiscal Year 2004 from $4,000,000 to $5,000,000. Lenders are willing to do so, subject to the terms and conditions contained herein:





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February 14, 2005

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



The Loan Agreement is hereby amended, effective as of January 1, 2005, by deleting Section 11.5 of the Loan Agreement and by substituting the following
new Section 11.5 in lieu thereof:



SECTION
11.5 Capital Expenditures. Make or incur any Capital Expenditures (excluding Financed Capex) in the aggregate in excess of (i) in Fiscal Year 2004, $5,000,000, (ii) in Fiscal Year 2005, $4,000,000, and (ii) in any Fiscal Year thereafter,
$3,000,000, providedthat any amount of such allowance not used in a Fiscal Year may be carried forward, but only to the succeeding Fiscal Year.



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



This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to the conflict of laws principles thereof other than Section 5-1401 of the New York General Obligations Law) and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. This letter agreement may be executed in any number of counterparts and by different parties to this letter agreement on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement. Any signature page counterpart delivered by a party by facsimile transmission shall be deemed to be an original signature page counterpart hereto. This letter agreement
shall be effective upon execution by the Borrowers and acceptance by Required Lenders.



Very truly yours,FLEET CAPITAL CORPORATION,asAdministrative Agent and as a LenderBy:

/s/ Stephen Y. McGeheeName: Stephen Y. McGeheeTitle: Senior Vice President






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February 14, 2005

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WACHOVIA BANK, NATIONALASSOCIATION, as Syndication Agent and as a LenderBy:

/s/ John T. TrainorName:

John T. TrainorTitle:

Director




THE CIT GROUP/BUSINESS CREDIT, INC., asDocumentation Agent and as a LenderBy:

/s/ John ThomasName:

John ThomasTitle:

Assistant Vice President




STANDARD FEDERAL BANK NATIONAL ASSOCIATION, formerly known as Michigan National Bank, as successor in interest to Mcllon Bank, N.A., as a LenderBy:

LASALLE BUSINESS CREDIT, LLC, its agentBy:

/s/ Roger D. AttixName:

Roger D. AttixTitle:

V P




TRANSAMERICA BUSINESS CAPITAL CORPORATION,as a LenderBy:

/s/ William DoolittleName:

William DoolittleTitle:

Duly Authorized Signatory




[Signatures
continued on next page]





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February 14, 2005

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Acknowledged and Agreed to:BORROWERS:AMERICAN TIRE DISTRIBUTORS, INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Senior Vice President Finance and Administration and TreasurerTHE SPEED MERCHANT, INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Vice President and TreasurerT.O. HAAS HOLDING CO., INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Vice President and TreasurerT.O. HAAS TIRE COMPANY, INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Vice President and TreasurerTEXAS MARKET TIRE HOLDINGS I, INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Vice President and TreasurerTEXAS MARKET TIRE, INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Vice President and Treasurer






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TARGET TIRE, INC.By:

/s/ Scott A. DeiningerScott A. Deininger, Vice President and Treasurer