Exhibit 10.44


    Exhibit
      10.44

    
 

    AMENDMENT NO.
      1
      dated as of August 25, 2005, to the Amended and Restated Credit Agreement dated
      as of November 3, 2004 (the “Credit
      Agreement”),
      among
      ADVANCE AUTO PARTS, INC. (“Holdings”),
      ADVANCE STORES COMPANY, INCORPORATED (the “Borrower”),
      the
      financial and other institutions party thereto as lenders (the “Lenders”),
      and
      JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
“Administrative
      Agent”)
      for
      the Lenders.

     

    A.  Pursuant
      to the Credit Agreement, the Lenders have extended credit to the Borrower,
      and
      have agreed to extend credit to the Borrower, pursuant to the terms and subject
      to the conditions set forth therein.

     

    B.  The
      Borrower has requested that the Lenders agree to amend certain provisions of
      the
      Credit Agreement, as set forth herein.

     

    C.  The
      undersigned Lenders are willing to agree to such amendment pursuant
      to the terms and subject to the conditions set forth herein.

     

    In
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the parties hereto hereby agree, on the terms and subject
      to
      the conditions set forth herein, as follows:

     

    SECTION
      1.   Definitions;
      References.
      Unless
      otherwise specifically defined herein, each term used herein that is defined
      in
      the Credit Agreement shall have the meaning assigned to such term in the Credit
      Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
      each other similar reference and each reference to “this Agreement” and each
      other similar reference contained in the Credit Agreement shall from and after
      the date hereof refer to the Credit Agreement with such amendments effected
      hereby.

     

    SECTION
      2.   Amendment
      to Section 5.01.
      Clauses
      (a) and (b) of Section 5.01 of the Credit Agreement are hereby amended by
      deleting the words “and consolidating” wherever such words appear. 

     

    SECTION
      3.   Amendment
      to Section 6.04.
      Section
      6.04 of the Credit Agreement is hereby amended by (i) deleting the text “and” at
      the end of clause (l), (ii) replacing the “.” at the end of clause (m) with “;
      and”, and (iii) inserting immediately after clause (m) of such
      Section:

     

    (n)
      Guarantees by any Loan Party of any obligation (other than Indebtedness) of
      any
      other Loan Party.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2 

     

    SECTION
      4.   Amendment
      to Section 6.08.
      Section 6.08 of the Credit Agreement is hereby amended by (i) deleting
      the text “and” at the end of clause (f), (ii) replacing the “.” at the
      end of clause (g) with “and”, and (iii) inserting immediately after
      clause (g) of such Section:

     

    (h)
      Guarantees of obligations of Subsidiaries that are not Loan Parties permitted
      by
      Section 6.04.

     

    SECTION
      5.   Amendment
      to Section 6.12.
      Section
      6.12 of the Credit Agreement is hereby amended by replacing the portion of
      the
      table set forth therein applicable to periods ending on or after December
      31, 2005, with the following:

     

     

    
      	
               Fiscal
                Year

              Ending

            	
              Amount

            
	
              
              

            	
               

            
	
              December
                31, 2005

            	
              $325,000,000 

            
	 	 
	
              December
                30, 2006

            	
              $375,000,000 

            
	 	 
	
              Each
                fiscal year thereafter 

            	
              $400,000,000 

            


    

     

    SECTION
      6.   Representations
      and Warranties.
      Each of
      Holdings and the Borrower represents and warrants to each of the Lenders
      that:

     

    (a)
        After
      giving effect to this Amendment, the representations and warranties of each
      Loan
      Party set forth in the Loan Documents are true and correct on the date hereof
      with the same effect as if made on the date hereof, except for representations
      and warranties expressly made as of an earlier date, which were true and correct
      as of such earlier date.

     

    (b)
        After
      giving effect to this Amendment, no Default shall have occurred and be
      continuing.

     

    SECTION
      7.   Conditions
      to Effectiveness.
      This
      Amendment shall become effective as of the date (the “Amendment
      Effective Date”)
      on
      which the following conditions precedent have been satisfied:

     

    (i)
        the
      Administrative Agent shall have received counterparts of this Amendment that,
      when taken together, bear the signatures of Holdings, the Borrower and the
      Required Lenders; and

     

    (ii)
        the
      Administrative Agent shall have received all amounts due and payable by the
      Borrower hereunder or under the Credit Agreement on or prior to the Amendment
      Effective Date, including, to the extent invoiced, reimbursement or payment
      of
      all out-of-pocket expenses (including expenses due pursuant to Section 10 of
      this Amendment) required to be reimbursed or paid by the Borrower hereunder
      or
      thereunder.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3

     

    SECTION
      8.   Applicable
      Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    SECTION
      9.   Counterparts.
      This
      Amendment may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one contract. Delivery of an executed signature page of this Amendment by
      facsimile transmission shall be effective as delivery of a manually executed
      counterpart hereof.

     

    SECTION
      10.   Expenses.
      The
      Borrower agrees to reimburse the Administrative Agent for its out-of-pocket
      expenses in connection with this Amendment, including the reasonable fees,
      charges and disbursements of Cravath, Swaine & Moore LLP, counsel
      for the Administrative Agent.

     

    SECTION
      11.   Headings.
      The
      Section headings used herein are for convenience of reference only, are not
      part
      of this Amendment and are not to affect the construction of, or to be taken
      into
      consideration in interpreting, this Amendment.

     

    SECTION
      12.   Effect
      of Amendment.
      Except
      as expressly set forth herein, this Amendment shall not by implication or
      otherwise limit, impair, constitute a waiver of, amend, or otherwise affect
      the
      rights and remedies of the Lenders or the Administrative Agent under the Credit
      Agreement or any other Loan Document, and shall not alter, modify, amend or
      in
      any way affect any of the terms, conditions, obligations, covenants or
      agreements contained in the Credit Agreement or any other Loan Document, all
      of
      which are ratified and affirmed in all respects and shall continue in full
      force
      and effect. Nothing herein shall be deemed to entitle any Loan Party to a
      consent to, or a waiver, amendment, modification or other change of, any of
      the
      terms, conditions, obligations, covenants or agreements contained in the Credit
      Agreement or any other Loan Document in similar or different circumstances.
      This
      Amendment shall apply and be effective with respect to the matters expressly
      referred to herein. After the Amendment Effective Date, any reference to the
      Credit Agreement shall mean the Credit Agreement as amended or modified hereby.
      This Amendment shall constitute a “Loan Document” for all purposes of the Credit
      Agreement and the other Loan Documents.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed by their respective authorized officers as of the day and year first
      written above.

     

    [The
      remainder of this page intentionally left blank]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      4

       

       

      


      
        	ADVANCE AUTO PARTS, INC.
	 	 	 
	 	by: 	 
	 	 	
                
                  
 
Name:

                 
                  Title:

              


      

       

    

     

    
      
        	
                ADVANCE STORES COMPANY,

                INCORPORATED,

              
	 	 	 
	 	by: 	 
	 	 	
                
                  

                

                  Name:

                  Title: 

              


      

       

      


      
        	
                JPMORGAN CHASE BANK, N.A.,

                individually and as Administrative Agent,

              
	 	 	 
	 	by: 	 
	 	 	
                
                  

                

                  Name:

                  Title: 

              


      

       



     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5


    
      


      
        	
                SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF AUGUST 25, 2005,
                  TO THE
                  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 3, 2004,
                  among ADVANCE AUTO PARTS, INC., ADVANCE STORES COMPANY, INCORPORATED,
                  THE
                  LENDERS and JPMORGAN CHASE BANK, N.A., as Administrative
                  Agent,

              
	 	 	 
	Name of Institution ___________________, 
	 	 	 
	 	by: 	 
	 	 	
                
                  

                

                  Name:

                  Title: