Letter Agreement to the Third Amended and Restated Loan and Security Agreement



 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:

  










 February 14, 2005 
  Page
 2
 
  

 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, provided that 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, as
Administrative Agent and as a Lender
		
	By:	 	 /s/ Stephen Y. McGehee

	 	 	 Name: Stephen Y. McGehee

	 	 	 Title: Senior Vice President



  










 February 14, 2005 
  Page
 3
 
  


					
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a Lender
		
	By:	 	 /s/ John T. Trainor

	 	 	 Name:
	 	 John T. Trainor

	 	 	 Title:
	 	 Director



  

					
	THE CIT GROUP/BUSINESS CREDIT, INC., as
Documentation Agent and as a Lender
		
	By:	 	 /s/ John Thomas

	 	 	 Name:
	 	 John Thomas

	 	 	 Title:
	 	 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 Lender
		
	By:	 	 LASALLE BUSINESS CREDIT, LLC,
 its agent

		
	By:	 	 /s/ Roger D. Attix

	 	 	 Name:
	 	 Roger D. Attix

	 	 	 Title:
	 	 V P



  

					
	TRANSAMERICA BUSINESS CAPITAL CORPORATION, as a Lender
		
	By:	 	 /s/ William Doolittle

	 	 	 Name:
	 	 William Doolittle

	 	 	 Title:
	 	 Duly Authorized Signatory



  
 [Signatures
continued on next page] 
  










 February 14, 2005 
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 4
 
  


			
	Acknowledged and Agreed to:
	
	BORROWERS:
	
	AMERICAN TIRE DISTRIBUTORS, INC.
		
	By:	 	 /s/ Scott A. Deininger

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

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

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

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

	 	 	Scott A. Deininger, Vice President and Treasurer
	
	TEXAS MARKET TIRE, INC.
		
	By:	 	 /s/ Scott A. Deininger

	 	 	Scott A. Deininger, Vice President and Treasurer


  










 February 14, 2005 
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	TARGET TIRE, INC.
		
	By:	 	 /s/ Scott A. Deininger

	 	 	Scott A. Deininger, Vice President and Treasurer