Exhibit 10.33
ADVANCE STORES COMPANY, INCORPORATED
$200,000,000
10-1/4% Senior Subordinated Notes due 2008
JOINDER TO THE PURCHASE AGREEMENT
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November 28, 2001
J.P. Morgan Securities Inc.
Credit Suisse First Boston
Lehman Brothers Inc.
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Reference is made to the Purchase Agreement (the "Purchase Agreement")
dated October 24, 2001, initially among Advance Stores Company, Incorporated, a
Virginia corporation (the "Company"), Advance Trucking Corporation, LARALEV,
INC. and Western Auto Supply Company (collectively, the "Guarantors") and J.P.
Morgan Securities Inc., Credit Suisse First Boston and Lehman Brothers Inc. (the
"Initial Purchasers") concerning the purchase of the Securities (as defined in
the Purchase Agreement) from the Company by the several Initial Purchasers.
Capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Purchase Agreement. This is the agreement referred
to in Section 4(n) of the Purchase Agreement.
The Company and each of the Guarantors listed on Schedule I hereto agree
that this letter agreement is being executed and delivered in connection with
the issue and sale of the Securities pursuant to the Purchase Agreement and to
induce the Initial Purchasers to purchase the Securities thereunder and is being
executed concurrently with the consummation of the Acquisition.
1. Joinder. Each of the parties hereto hereby agrees to become bound by the
terms, conditions and other provisions of the Purchase Agreement with all
attendant rights, duties and obligations stated therein, with the same force and
effect as if originally named as a Guarantor therein and as if such party
executed the Purchase Agreement on the date thereof.
2. Representations, Warranties and Agreements of the Guarantors. Each of
the Guarantors represent and warrant to, and agree with, the several Initial
Purchasers on and as of the date hereof that:
(a) such Guarantor has the corporate power to execute and deliver this
letter agreement and all corporate action required to be taken by each of them
for the due and proper authorization, execution, delivery and performance of
this letter agreement and the consummation of the transactions contemplated
hereby has been duly and validly taken; this letter agreement has been duly
authorized, executed and delivered by such Guarantor.
(b) the representations, warranties and agreements of such Guarantor
set forth in Section 3 of the Purchase Agreement are true and correct on and as
of the date hereof.
3. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. This letter agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
5. Amendments. No amendment or waiver of any provision of this letter
agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.
6. Headings. The headings herein are inserted for the convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this letter agreement.
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us a counterpart hereof, whereupon this letter
agreement will become a binding agreement between the Company, the Guarantors
party hereto and the several Initial Purchasers in accordance with its terms.
Very truly yours,
ADVANCE AIRCRAFT COMPANY, INC.
ADVANCE MERCHANDISING COMPANY, INC.
WASCO INSURANCE AGENCY, INC.
WESTERN AUTO SUPPLY OF PUERTO RICO, INC.
WESTERN AUTO SUPPLY OF ST. THOMAS, INC.
By: /s/ Jeffrey T. Gray
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Name: Jeffrey T. Gray
Title: Senior Vice President, Controller
DAP ACCEPTANCE CORPORATION
DISCOUNT AUTO PARTS, INC.
By: /s/ Jeffrey T. Gray
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Name: Jeffrey T. Gray
Title: Assistant Treasurer
Accepted: November 28, 2001
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS INC.
By: J.P. MORGAN SECURITIES INC.
By: /s/ Benjamin Ben-Attar
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Title: Benjamin Ben-Attar
Vice President
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