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.
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
The Borrower has requested that the Lenders agree to amend certain provisions of the
Credit Agreement, as set forth herein.
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:
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
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.
Amendment to Section 6.04 . Section 6.04 of the Credit Agreement is
hereby amended by (