EXHIBIT 10.47
AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 28, 2002, among ADVANCE
STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower"), ADVANCE AUTO
PARTS, INC., a Delaware corporation ("Holdings"), the Lenders party hereto and JPMORGAN CHASE
BANK, as Administrative Agent, under the Credit Agreement dated as of November 28, 2001, among the
Borrower, Holdings, the lenders referred to therein and the Administrative Agent, as in effect on the date hereof
(the "Original Credit Agreement").
WHEREAS, Holdings and the Borrower have requested, and the Required Restatement Lenders and the
Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that (a) the
Tranche C Lenders extend credit in the form of Tranche C Term Loans on the Restatement Effective Date, in an
aggregate principal amount equal to $250,000,000 and (b) the Original Credit Agreement be amended and
restated as provided herein;
NOW, THEREFORE, Holdings, the Borrower, the Required Restatement Lenders and the Administrative Agent
hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Restated Credit Agreement referred to below. As used in this Agreement, "Required
Restatement Lenders" means, at any time, (i) Lenders under the Original Credit Agreement having Revolving
Exposures, Tranche A Term Loans, Tranche B Term Loans and unused Revolving Commitments representing
more than 50% of the sum of the total Revolving Exposures, outstanding Tranche A Term Loans, outstanding
Tranche B Term Loans and unused Revolving Commitments at such time, (ii) Lenders under the Original Credit
Agreement having Tranche A Term Loans representing more than 50% of the sum of the outstanding Tranche A
Term Loans at such time and (iii) each of the Tranche C Lenders set forth on Schedule 1 hereto.
SECTION 2. Restatement Effective Date. (a) The transactions provided for in Sections 3 through 5 hereof